CASH 2018 Special Proxy Statement

actual future events, and the prospective financial information should not be relied upon as such. None of Meta, Crestmark, Raymond James, Sandler O’Neill or their respective affiliates, advisors or representatives makes any representation to any shareholder or any other person regarding the prospective financial information, including the ultimate performance of Meta or Crestmark compared to such prospective financial information. The prospective financial information is not being included in this joint proxy statement/prospectus to influence any Meta stockholder’s or Crestmark shareholder’s decision regarding how to vote on any given proposal at the Meta special meeting or the Crestmark special meeting. In light of the foregoing, and considering that the parties’ respective special meetings will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Meta stockholders and Crestmark shareholders are cautioned not to place undue reliance on such information. Meta Financial Group, Inc. Projections At or for the twelve months ended, 9/30/2018 9/30/2019 9/30/2020 9/30/2021 9/30/2022 Net Income (Avail to Common) (in millions) . . . . . . . . $68.7 $85.6 $104.7 $122.6 $135.0 Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7.07 $8.81 $10.77 $12.60 $13.88 Crestmark Bancorp Projections At or for the twelve months ended, 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 Net Income (Avail to Common) (in millions) . . . . . . . . $ 26.9 $ 37.0 $ 44.1 $ 54.6 $ 65.5 Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21.08 $28.28 $33.38 $41.11 $49.14 Crestmark Bancorp Projections (as adjusted) At or for the twelve months ended, 9/30/2018 9/30/2019 9/30/2020 9/30/2021 9/30/2022 Net Income (Avail to Common) (in millions) . . . . . . . . $ 33.3 $ 41.0 $ 49.4 $ 57.2 $ 66.2 Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25.19 $31.00 $37.34 $43.23 $50.01 Material United States Federal Income Tax Consequences of the Merger General The following discussion describes the material United States federal income tax consequences of the merger to U.S. holders of Crestmark common stock that exchange shares of Crestmark common stock for shares of Meta common stock pursuant to the merger. For purposes of this discussion, a “U.S. holder” is a beneficial owner of Crestmark common stock that for United States federal income tax purposes is: • a citizen or individual resident of the United States; • a corporation, or an entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state or political subdivision thereof; • a trust that (1) is subject to (A) the primary supervision of a court within the United States and (B) the authority of one or more United States persons to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person; or • an estate that is subject to United States federal income tax on its income regardless of its source. If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) holds Crestmark common stock, the tax treatment of a partner generally will depend on the particular circumstances of the partner and the activities of the partnership. A Crestmark shareholder which is a 67