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SGH Announces Incentive Grants Under Nasdaq Listing Rule 5635(c)(4) in Connection with Stratus Acquisition

MILPITAS, Calif., September 5, 2022–(BUSINESS WIRE)–SMART Global Holdings, Inc. (“SGH”) (Nasdaq: SGH), today announced that the Independent Compensation Committee of SGH’s Board of Directors has approved the award, in dated August 29, 2022, of restricted stock units (“RSU”) relating to a total of 372,347 ordinary shares of SGH to 273 non-executive employees who joined the SGH group following the acquisition by SGH of Stratus Technologies (“Stratus”), which was finalized on August 29, 2022.

In addition, the Compensation Committee approved the award, effective August 29, 2022, of an individually negotiated award to David Laurello, who will be employed as Senior Vice President, Corporate Development of SGH and CEO and President of Stratus. Mr. Laurello’s award consists of PSUs for 103,600 common shares of SGH.

PSUs granted to all new employees described above will vest over approximately four years, with 25% vesting on October 20, 2023 and the remaining portion vesting thereafter in equal quarterly installments of 6.25% of the initial number of shares in each award. , subject to the continued employment of the beneficiary of the allocation at each vesting date.

These awards were given to new employees as material incentives upon entering the SGH Group pursuant to Rule 5635(c)(4) of the Nasdaq Market Rules. The awards are granted under SMART Global Holdings, Inc.’s 2021 Incentive Plan, which was adopted by SGH’s Board of Directors effective February 15, 2021 and which authorizes stock awards outside of the SMART Global Holdings, Inc. approved by shareholders. Restated 2017 Stock Incentive Plan to incentivize certain individuals to enter employment with SGH and its subsidiaries and affiliates. Other terms of the awards are set forth in the 2021 Incentive Plan and applicable award agreements covering such awards.

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At SGH, our businesses are united by a drive to raise the bar, execute with discipline, and focus on the future of technologies that support and advance the world. Through computing, memory and LED lighting solutions, we build long-term strategic partnerships with our customers. Supported by a proven management team, we operate with excellence around the world while opening new avenues of growth for our business and our industry.

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