CASH 2018 Special Proxy Statement
5480 Corporate Drive, Suite 350 Troy, Michigan 48098 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 29, 2018 To the Shareholders of Crestmark Bancorp, Inc.: NOTICE IS HEREBY GIVEN that a special meeting of the holders of common stock of Crestmark Bancorp, Inc., a Michigan corporation (“Crestmark”), 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 (the “Crestmark special meeting”), for the purpose of considering and voting upon the following matters: 1. Approval of the Agreement and Plan of Merger, dated as of January 9, 2018, by and among Meta Financial Group, Inc. and its wholly-owned bank subsidiary, MetaBank, and Crestmark and its wholly- owned bank subsidiary, Crestmark Bank, as such agreement may be amended from time to time (the “merger agreement”), a copy of which is attached as Appendix A to this joint proxy statement/ prospectus, the merger and the other transactions contemplated by the merger agreement (the “Crestmark merger proposal”); and 2. Approval of 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 Crestmark merger proposal (the “Crestmark adjournment proposal”). Crestmark shareholders may also transact such other business as may properly come before the Crestmark special meeting and any adjournments or postponements thereof. At this time, Crestmark’s board of directors knows of no other proposal or matters to come before the Crestmark special meeting. We have fixed the close of business on April 19, 2018, as the record date for determining those shareholders entitled to notice of and to vote at the Crestmark special meeting and any adjournments of the Crestmark special meeting (the “Crestmark record date”). Only holders of record of Crestmark common stock at the close of business on the Crestmark record date are entitled to notice of and to vote on the respective proposals applicable to such holders at the Crestmark special meeting and any adjournments of 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. 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 adjournment proposal requires the affirmative vote of a majority of the shares of Crestmark common stock present in person or represented by proxy. If you wish to attend the Crestmark special meeting and your shares of Crestmark common stock are held in the name of a bank, broker, trustee or other nominee, you must bring with you an account statement showing that you owned shares of Crestmark common stock as of the Crestmark record date and a “legal proxy” form from the bank, broker, trustee or other nominee to confirm your beneficial ownership of the shares.
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