CASH 2018 Special Proxy Statement

Meta stockholders are being asked to vote on the Meta merger proposal in order to satisfy the requirements of Section 252 of the Delaware General Corporation Law and NASDAQ Listing Rule 5635(b), which requires stockholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance. Meta stockholders are being asked to vote on the charter amendment proposal to facilitate the stock split, and, without approval of the charter amendment proposal, Meta would not have sufficient authorized shares of Meta common stock to affect the stock split. Meta stockholder approval of the charter amendment proposal is required under Section 242 of the DGCL. Meta will transact such other business as may be properly brought before the Meta special meeting or any adjournment or postponement thereof. Approval of each of the Meta merger proposal and the charter amendment proposal requires approval by Meta stockholders holding a majority of the outstanding shares of Meta common stock entitled to vote thereon. Crestmark will hold a special meeting of its shareholders (the “Crestmark special meeting” and, together with the Meta special meeting, the “special meetings”) in connection with the merger. At the Crestmark special meeting, Crestmark shareholders will be asked to vote to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement (the “Crestmark merger proposal”), as described in the accompanying joint proxy statement/prospectus. 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 their 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. Approval of the Crestmark merger proposal requires the prior affirmative vote from the holders of at least a majority of the outstanding shares of Crestmark common stock entitled to vote thereon. The Meta special meeting will be held at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108 on May 29, 2018 at 1:00 p.m. local time. The Crestmark special meeting will be held at the Detroit Marriott Troy, 200 W. Big Beaver Road, Troy, Michigan 48084 on May 29, 2018 at 1:00 p.m. local time. Meta’s board of directors unanimously recommends that Meta stockholders vote “FOR” the adoption of the merger agreement and the approval of the merger and the other transactions contemplated thereby, including the issuance of shares of Meta common stock in connection with the merger, “FOR” the charter amendment proposal and “FOR” one or more adjournments of the Meta special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposals. Crestmark’s board of directors unanimously recommends that Crestmark shareholders vote “FOR” the approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement and “FOR” one or more adjournments of the Crestmark special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposals. We cannot complete the merger without shareholder approval of the Meta merger proposal and the Crestmark merger proposal. It is important that your shares be represented and voted regardless of the size of your holdings. Whether or not you plan to attend the Meta special meeting or the Crestmark special meeting, we urge you to submit a proxy to have your shares voted in advance of the respective special meetings by using one of the methods described in the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus provides important information regarding the special meetings and a detailed description of the merger agreement, the merger, certain related transactions and agreements and the matters to be presented at the special meetings. We encourage you to read the entire accompanying joint proxy statement/prospectus carefully (including any documents incorporated therein by reference). Please pay particular attention to “Risk Factors” beginning on page 19, for a discussion of the risks relating to the proposed merger. We look forward to the successful completion of the merger and thank you for your prompt attention to this important matter. Sincerely, J. Tyler Haahr Chairman of the Board and Chief Executive Officer Meta Financial Group, Inc. W. David Tull Chairman and Chief Executive Officer Crestmark Bancorp, Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the merger or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense. The securities to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The date of the accompanying joint proxy statement/prospectus is April 27, 2018, and it is first being mailed to Meta stockholders and Crestmark shareholders on or about May 1, 2018.