MIME 2018 Proxy Statement

If you hold your ordinary shares through a bank or broker, please follow their instructions. Revoking Your Proxy . . . . . . . . . . . . . . Shareholders of record may revoke their proxies by attending the Annual Meeting and voting in person, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Company Secretary before the vote is counted or by voting again using the telephone before the cutoff time (your latest telephone proxy is the one that will be counted). If you hold ordinary shares through a bank or broker, you may revoke any prior voting instructions by contacting that firm. Votes Required to Adopt Resolutions . . . . . . . . . . . . . . . . . . . . . Each of our ordinary shares outstanding on the Record Date is entitled to one vote on any proposal presented at the Annual Meeting: Resolutions One, Two, Three, Four and Five are proposed as ordinary resolutions. This means that a majority of the votes properly cast is required to approve each such Resolution. For Resolution Six, a majority of votes properly cast is required to receive the Company’s accounts for the year ended March 31, 2018, together with the directors’ report and the auditor’s report on those accounts. For Resolution Seven, a majority of the votes properly cast is required to approve the compensation of our named executive officers. Since this proposal is an advisory vote, the result will not be binding on our Board, the compensation committee of our Board, or the Company. However, the Board and the compensation committee value input from shareholders, and the Board and the compensation committee will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers. For Resolution Eight, the frequency receiving the highest number of the votes properly cast will be considered the frequency preferred by the shareholders. Since this proposal is an advisory vote, the result will not be binding on our Board, the compensation committee, or the Company. The Board and the compensation committee will consider the outcome of the vote when determining how often we should submit to shareholders future advisory votes to approve the compensation of our named executive officers. Broker Non-Votes . . . . . . . . . . . . . . . . . Under the rules that govern brokers holding ordinary shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed ordinary shares on routine matters, but do not have discretion to vote such uninstructed ordinary shares on non-routine matters. Only Resolutions Four and Five, the appointment of Ernst & Young LLP in the United Kingdom as the Company’s independent auditor and the authorization of the Board to approve the auditor’s remuneration, are considered routine matters where brokers are permitted to vote ordinary shares held by 2