MIME 2018 Proxy Statement

be entitled to vote the ordinary shares represented thereby in accordance with their best judgment on such matters, under applicable laws. SHAREHOLDER PROPOSALS Procedures for Submitting Shareholder Proposals Requirements for Shareholder Proposals to be Brought Before the Annual General Meeting . Our Articles of Association provide an advance notice procedure for shareholders to nominate director candidates for election, including proposed nominations of persons for election to the Board. Only persons nominated by, or at the direction of, our Board or by a shareholder who has given proper and timely notice to us prior to the meeting, will be eligible for election as a director. For notice to be timely, it must be received at our registered office not less than 90 nor more than 120 calendar days prior to the first anniversary of the previous year’s annual meeting (or if the date of the annual meeting is advanced more than 30 calendar days or delayed by more than 60 calendar days from such anniversary date, not earlier than the 120th calendar day nor more than 90 days prior to such meeting or the 10th calendar day after public announcement of the date of such meeting is first made). These advance notice provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of us. Requirements for Shareholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials . In addition to the requirements stated above, any shareholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our annual meeting of shareholders in 2019, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than April 24, 2019. Such proposals must be delivered to our Company Secretary at Mimecast Limited, 191 Spring Street, Lexington, Massachusetts 02421 USA, Attn: Company Secretary. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements, or other information that we file at the SEC’s public reference room at the following location: 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the public reference room. The Company’s SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov . You may also read and copy any document we file with the SEC on the Investor Relations/Reports and Filings section of our website at www.mimecast.com . We will provide without charge to each person to whom a copy of the Proxy Statement is delivered, upon the written or oral request of any such persons, additional copies of our Annual Report on Form 10-K for the year ended March 31, 2018 as filed with the SEC. Requests for such copies should be addressed to Mimecast Limited, 191 Spring Street, Lexington, Massachusetts 02421 USA, Attn: Robert Sanders, IR Contact, or email us at Investors@mimecast.com or call us at (800) 614-4530. You should rely on the information contained in this document to vote your ordinary shares at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this document. This document is dated July 27, 2018. You should not assume that the information contained in this document is accurate as of any date other than that date, and the mailing of this document to shareholders at any time after that date does not create an implication to the contrary. This Proxy Statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction. 47