MIME 2018 Proxy Statement

RESOLUTION SIX NON-BINDING, ADVISORY VOTE TO APPROVE RECEIPT OF REPORTS AND ACCOUNTS As a company organized under the laws of the Bailiwick of Jersey, for each financial year the directors must present a directors’ report, audited accounts and an independent auditors’ report on the financial statements to shareholders at an annual general meeting. Those to be presented at the Annual Meeting are in respect of the year ended March 31, 2018 and will be delivered to the Jersey Companies Registry following the Annual Meeting. The Jersey statutory accounts are substantially similar to the financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2018, which was filed with the SEC on May 29, 2018 and distributed to our shareholders with this Proxy Statement. In accordance with our obligations under Jersey law, we will provide our shareholders at the Annual Meeting an opportunity to receive the annual report and ask any relevant and appropriate questions of the representative of Ernst & Young LLP in attendance at the Annual Meeting. The full accounts and reports of Mimecast will be available for inspection prior to and during the Annual Meeting. The vote on this resolution is an advisory vote only, and therefore, not binding on the Company or the Board. However, the Board will consider the voting results when making decisions regarding the future strategy and operations of the Company. Recommendation of the Board THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE RECEIPT OF THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2018. RESOLUTION SEVEN NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Section 14A of the Exchange Act requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers as disclosed in our annual proxy statement in accordance with the compensation disclosure rules of the SEC. As described in detail under the heading “Compensation Discussion and Analysis,” we seek to closely align the interests of our named executive officers with the interests of our shareholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term financial, operational and strategic goals and the achievement of increased total shareholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Shareholders are urged to read the “Executive Compensation” section of this Proxy Statement, including the “Compensation Discussion and Analysis,” which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Board and the compensation committee believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our compensation program goals. The vote on this resolution is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. The vote is advisory, which means that the vote is not binding on the Company, our Board or the compensation committee. Although non-binding, the Board and the compensation committee value the opinions 18