SMART Global Holdings Announces Closing of Secondary Offering of Ordinary Shares

Newark, CA — December 4, 2017SMART Global Holdings, Inc. ("SMART") (NASDAQ: SGH), parent company of SMART Modular Technologies, Inc., today announced the closing of an underwritten public offering of 3,261,102 of its ordinary shares by certain selling shareholders at a price to the public of $33.50 per share. SMART did not sell any of its ordinary shares in the offering and SMART did not receive any proceeds from the offering by the selling shareholders. The underwriters of the offering also have a 30-day option to purchase up to an additional 489,165 of SMART's ordinary shares from certain of the selling shareholders.

Barclays and Deutsche Bank Securities acted as lead book-running managers for the offering; Jefferies and Stifel acted as book-running managers; and Needham & Company and Roth Capital Partners acted as co-managers.

The offering was made only by means of a prospectus. A copy of the final prospectus may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847, or by email at Barclaysprospectus@broadridge.com; or from Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone: 800-503-4611, or by email at prospectus.CPDG@db.com; or from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY, 10022, by email at Prospectus_Department@Jefferies.com or by phone at 877-821-7388; or from Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com.