SMART Global Holdings Inc

PROPOSAL NO. 2.

Subject to shareholder approval of the proposed change in the name of the Company from “SMART Global Holdings, Inc.” to “Penguin Solutions, Inc.”, on June 25, 2024, our Board unanimously resolved to submit to a vote of the shareholders at the Extraordinary General Meeting a proposal to replace the existing amended and restated memorandum and articles of association of the Company in its entirety and adopt a Third Amended and Restated Memorandum and Articles of Association of the Company (in the form annexed in Appendix A) to reflect the proposed change in the name of the Company, eliminate obsolete provisions, and make certain other non-substantive changes. The Board believes that it is in the best interests of our Company and our shareholders to adopt the Third Amended and Restated Memorandum and Articles of Association and recommends such adoption to the shareholders.

Purpose and Rationale for the Adoption of the Third Amended and Restated Memorandum and Articles of Association

For good corporate governance and to ensure consistency of the constitutional documents of the Company, if shareholders approve the proposed change in the name of the Company, our Board considers it advisable and in the best interests of the Company to adopt the Third Amended and Restated Memorandum and Articles of Association to reflect the change in the name of the Company from “SMART Global Holdings, Inc.” to “Penguin Solutions, Inc.”

A copy of the proposed Third Amended and Restated Memorandum and Articles of Association pursuant to the Articles Amendment Proposal is annexed as Appendix A hereto and is marked to show all proposed changes (additions are underlined and deletions are struck through). The proposed changes principally reflect the change in the name of the Company from “SMART Global Holdings, Inc.” to “Penguin Solutions, Inc.”, as well as updates to the naming convention of Cayman Islands statutes and the removal of certain sponsor shareholder provisions in the Articles of Association that are no longer relevant. The changes also include non-substantive revisions, including conforming and clarification changes and modernizing updates.

Under Cayman Islands law and our Articles of Association, the Third Amended and Restated Memorandum and Articles of Association cannot be adopted without the approval of a special resolution of our shareholders. Pursuant to our Articles of Association, a special resolution is a resolution that must be approved by the affirmative vote of the holders of at least 75% of the votes cast, in person or by proxy, at the Extraordinary General Meeting.

The Articles Amendment Proposal is conditioned on the approval and adoption of the Name Change Proposal.

If our shareholders adopt the Third Amended and Restated Memorandum and Articles of Association and approve the Name Change Proposal, we will make the necessary filings with the Cayman Islands Registrar of Companies to reflect the adoption of the Third Amended and Restated Memorandum and Articles of Association.

Resolution for Proposal No. 2:

The following resolution will be put to shareholders at the Extraordinary General Meeting:

“RESOLVED, by special resolution, that, effective as of October 15, 2024, the existing Memorandum and Articles of Association of the Company be and are hereby replaced in their entirety with the Third Amended and Restated Memorandum and Articles of Association, a copy of which is annexed to the Proxy Statement for the Extraordinary General Meeting of Shareholders.”