First Global Data Ltd adopts advance notice by-law

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Advance notice provisions

First Global Data Limited’s board of directors have approved and adopted an amendment to its by-laws to include advance notice provisions. The purpose of this is to require advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the company.

The Policy fixes a deadline by which Shareholders must submit director nominations to the secretary of the Company prior to any annual or special meeting of Shareholders and sets forth the specific information that a Shareholder must include in the written notice to the secretary of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.

The Board believes that the amendments provide a clear and transparent process for all Shareholders to follow if they intend to nominate directors. In that regard, the amendments provide a reasonable time frame for Shareholders to notify the Company of their intention to nominate directors and require Shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws. The Board will be able to evaluate the proposed nominees’ qualifications and suitability as directors, and respond as appropriate in the best interests of the Company. The amendments are also intended to facilitate an orderly and efficient meeting process.

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