MIME 2018 Proxy Statement

RESOLUTIONS ONE, TWO AND THREE RE-ELECTION OF DIRECTORS Our Board of Directors In accordance with the terms of our Articles of Association, our Board is divided into three classes (each a “Class”), each of which consists, as nearly as possible, of one-third of the total number of directors constituting our entire Board and each of whose members serve for staggered three-year terms. As a result, only one Class of our Board is elected each year. We currently have seven directors. The members of the Classes are divided as follows: • the Class I directors are Aron Ain and Stephen Ward, and their term expires at the annual general meeting to be held in 2019; • the Class II directors are Christopher FitzGerald and Neil Murray, and their term expires at the annual general meeting to be held in 2020; and • the Class III directors are Peter Bauer, Jeffrey Lieberman and Hagi Schwartz, and their term expires at the Annual Meeting. Upon expiration of the term of a Class of directors, directors in that Class are eligible to be elected for a new three-year term at the annual general meeting of shareholders in the year in which their term expires. At the Annual Meeting, Peter Bauer, Jeffrey Lieberman and Hagi Schwartz, whose terms as Class III directors will expire at the Annual Meeting, will stand for election as Class III directors. During the fiscal year ended March 31, 2018, Geraldine Elliott served on our Board from November 2017 until her resignation in March 2018. Norman Fiore resigned from the Board on January 1, 2018, after serving on the Board since 2009. Bernard Dalle˙ resigned from the Board on April 1, 2017, after serving on the Board since 2009. The biographies of each of the nominees and continuing directors below contain information regarding each such person’s age as of July 15, 2018, service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led the Board and the nominating and corporate governance committee to the conclusion that he should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Mimecast and our Board, in some cases for many years. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees. Our corporate governance guidelines also dictate that a majority of the Board be comprised of independent directors whom the Board has determined are “independent” under the published listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and do not have a material relationship with Mimecast that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. See “Corporate Governance – Board Independence” below. There are no family relationships among any of our directors, nominees for director and executive officers. Nominees Based on the recommendation of the nominating and corporate governance committee of our Board, our Board has nominated Peter Bauer, Jeffrey Lieberman and Hagi Schwartz for election as directors to serve for a three- year term ending at the 2021 annual general meeting or until their successors are elected and qualified. Each of the nominees is a current member of our Board and has consented to serve if elected. 4