CASH 2018 Special Proxy Statement

In addition, the Federal Reserve generally considers the following specific factors in evaluating applications presented pursuant to HOLA Section 10(e): (a) the financial and managerial resources and future prospects of the company and association involved (including a consideration of the competence, experience, and integrity of the officers, directors, and principal shareholder of the company or association), (b) the effect of the acquisition on the association, (c) the insurance risk to the Deposit Insurance Fund, and (d) the convenience and needs of the community to be served (including the record of performance under the Community Reinvestment Act of 1977, as amended). The Federal Reserve is further prohibited from approving a merger application if after consummation of the mergers, the applicant would control more than 10% of the total amount of aggregate consolidated liabilities of “financial companies” (as defined under the BHCA) in the United States. On a pro forma basis, using data as of December 31, 2017, assuming approval and consummation of the mergers, Meta would control only 0.0383% of nationwide liabilities of financial companies. Accordingly, Meta believes that this prohibition does not apply to the mergers, and will not prevent the Federal Reserve from granting approval under the HOLA. The Federal Reserve will render a decision on the HOLA application within 90 days after submission of the complete record on the application. In acting on the application and notice under the BHCA, the Federal Reserve will consider factors similar to those described above that are applicable under the HOLA. In addition, the Federal Reserve will consider the effectiveness of the companies in combatting money laundering services, and the extent to which the proposed merger would result in greater or more concentrated risks to the financial stability of the United States banking or financial system. Because, under the BHCA, the “home state” of MetaBank and of Crestmark Bank is not the same state, the Federal Reserve is prohibited from approving the merger if (i) the applicant is not “well capitalized” and “well managed” (as those terms are defined in the BHCA), or (ii) after consummation of the mergers, the applicant would control more than 10% of the total amount of deposits of insured depository institutions in the United States. Meta believes that it is both “well capitalized” and “well managed”, as those terms are used in the BHCA. On a pro forma basis, using deposit data as of December 31, 2017, assuming approval and consummation of the mergers, Meta would control only 0.0342% of nationwide deposits of insured depository institutions. Accordingly, Meta believes that this prohibition does not apply to the mergers, and will not prevent the Federal Reserve from granting approval under the BHCA. Office of the Comptroller of the Currency . Under federal law, the OCC reviewed and approved, subject to customary conditions, the bank merger as set forth in the applicable provisions of the Bank Merger Act, 12 U.S.C. § 1828(c), and Section 10(s) of the HOLA. The requisite application materials were filed with the OCC and included information related to both depository institutions and their current and pro forma financials. The OCC considered the following factors, among others, in evaluating the bank merger application: (a) the financial and managerial resources and future prospects of the existing and proposed institutions; (b) the convenience and needs of the community to be served; (c) the risk to the stability of the United States banking or financial system; (d) the activities of the combined institution; and (e) the existing institutions’ compliance with Bank Secrecy Act/Anti-Money Laundering requirements and obligations. Because the Federal Reserve will be reviewing the competitive effects of the merger and the holding company merger will occur before the bank merger, the OCC did not review the competitive effect of the mergers. Under the bank merger, Meta proposed to operate the former principal office of Crestmark Bank in Troy, Michigan, as a branch office of MetaBank. Section 5(r) of the HOLA prohibits any federal savings association (which includes MetaBank) from retaining or operating a branch office located outside its home state, unless (i) that branch office (and any other branch offices located in the same state), taken as a whole, would satisfy the asset requirements of a “qualified thrift lender” (as defined in HOLA) or a “domestic building and loan association” (as defined in the Internal Revenue Code), (ii) a statutory exception applies, or (iii) the OCC allows a federal savings association to bring the branch office(s) outside its home state into compliance. 89