CASH 2018 Special Proxy Statement

Appendix D PARTNERS O’NE I LL SANDLER + January 8, 2018 Board of Directors Crestmark Bancorp Inc. 5480 Corporate Drive, Suite 350 Troy, MI 48098 Ladies and Gentlemen: Crestmark Bancorp Inc. (“Company”), Crestmark Bank, a wholly-owned subsidiary of Company (“Company Bank”), Meta Financial Group, Inc. (“Buyer”) and MetaBank, a wholly-owned subsidiary of Buyer (“Buyer Bank”), are proposing to enter into an Agreement and Plan of Merger (the “Agreement”) pursuant to which Company will merge with and into Buyer with Buyer being the surviving entity (the “Merger”). Pursuant to the terms and conditions of the Agreement, at the Effective Time, each share of common stock, no par value, of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time, except for certain shares of Company Common Stock as specified in the Agreement, will be converted into the right to receive 2.65 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Buyer (“Buyer Common Stock”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement. The terms and conditions of the Merger are more fully set forth in the Agreement. You have requested our opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the holders of Company Common Stock. Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”, “we” or “our”), as part of its investment banking business, is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. In connection with this opinion, we have reviewed and considered, among other things: (i) a draft of the Agreement, dated January 3, 2018; (ii) certain publicly available financial statements and other historical financial information of Company and Company Bank that we deemed relevant; (iii) certain publicly available financial statements and other historical financial information of Buyer and Buyer Bank that we deemed relevant; (iv) certain internal financial projections for Company for the years ending December 31, 2017 through December 31, 2021, as provided by the senior management of Company; (v) publicly available consensus mean analyst earnings per share estimates for Buyer for the years ending September 30, 2018 and September 30, 2019, as well as long-term earnings per share estimates for the years ending September 30, 2020 through September 30, 2022 and estimated dividends per share for the years ending September 30, 2018 through September 30, 2022, as provided by the senior management of Buyer; (vi) the pro forma financial impact of the Merger on Buyer based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as provided by the senior management of Buyer, as well as financial projections for Company for the years ending September 30, 2018 through September 30, 2021, as adjusted by the senior management of Buyer; (vii) the publicly reported historical price and trading activity for Buyer Common Stock, including a comparison of certain stock market information for Buyer Common Stock and certain stock indices as well as publicly available information for certain other similar companies, the D-1