CASH 2018 Special Proxy Statement
least a majority of the outstanding shares of Crestmark common stock entitled to vote thereon. Shares of Crestmark common stock held in the Crestmark Employee Stock Ownership Plan (the “ESOP”) will be voted by Great Banc Trust Company (the “ESOP Trustee”), as record shareholder, in accordance with ESOP participant directions. Under the ESOP’s pass-through provision, and in accordance with applicable Internal Revenue Service (“IRS”) regulations, ESOP participants will be allowed to instruct the ESOP Trustee to vote the shares of Crestmark common stock allocated to their respective accounts to approve or disapprove the Crestmark merger proposal and the Crestmark adjournment proposal. Approval of the Crestmark adjournment proposal requires the affirmative vote of a majority of the shares of Crestmark common stock present in person or represented by proxy. Crestmark will transact such other business as may be properly brought before the Crestmark special meeting or any adjournment or postponement thereof. At this time, Crestmark’s board of directors knows of no other proposals or matters to be presented. You can vote at the Crestmark special meeting to approve the Crestmark merger proposal if you owned Crestmark common stock at the close of business on April 19, 2018 (the “Crestmark record date”). As of the Crestmark record date, there were 1,247,747 shares of Crestmark common stock outstanding and entitled to vote. A holder of Crestmark common stock can cast one vote for each share of Crestmark common stock owned on the Crestmark record date. Certain of Crestmark’s directors and executive officers and holders of Crestmark common stock, representing an aggregate of approximately 34% of Crestmark’s outstanding common stock as of January 9, 2018, have entered into voting agreements with Meta pursuant to which, among other things, each such Crestmark shareholder agreed to vote such Crestmark shareholder’s shares of Crestmark common stock in favor of the merger agreement, the merger and the other transactions contemplated by the merger agreement, at the Crestmark special meeting. For a list of the number of shares of Crestmark common stock held by (i) each director of Crestmark, (ii) each shareholder that is known to Crestmark as of April 19, 2018 to beneficially own more than 5% percent of the outstanding shares of Crestmark common stock and (iii) all directors and executive officers of Crestmark collectively, see “Security Ownership of Certain Crestmark Beneficial Owners and Management.” Meta’s Board Unanimously Recommends That Meta Stockholders Vote “FOR” the Meta Merger Proposal (Page 30) Meta’s board of directors (i) believes that the merger agreement, 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, are consistent with, and will further, the business strategies of Meta and are in the best interests of Meta stockholders, (ii) has unanimously approved and adopted the merger agreement, 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, and (iii) unanimously recommends that Meta stockholders vote “ FOR ” the Meta merger proposal. Meta’s Board Unanimously Recommends That Meta Stockholders Vote “FOR” the Charter Amendment Proposal (Page 30) Meta’s board of directors (i) believes that the charter amendment proposal, together with the stock split, would increase the affordability, attractiveness and liquidity of shares of Meta common stock and, therefore, is in the best interests of Meta stockholders, (ii) has unanimously approved the charter amendment proposal, and (iii) unanimously recommends that Meta stockholders vote “ FOR ” the charter amendment proposal. 3
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