Sophos Group Regulatory News (SOPH)

For

(number of votes)

For

(percentage of votes)

Against

(number of votes)

Against

(percentage of votes)

Withheld

(number of votes)

Number of votes validly cast

Ordinary Resolutions

1. Annual Report and Accounts.

377,947,499

96.66%

13,065,519

3.34%

1,398,651

391,013,018

2. Directors' Remuneration Policy.

279,603,831

72.15%

107,903,661

27.85%

4,904,177

387,507,492

3. Report on Directors' Remuneration.

286,286,507

72.96%

106,122,511

27.04%

2,650

392,409,018

4. Declaration of a final dividend.

392,409,297

100.00%

720

0.00%

1,652

392,410,017

5. Re-election of Sandra Bergeron.

392,370,406

99.99%

41,263

0.01%

0

392,411,669

6. Re-election of Nick Bray.

382,535,350

97.48%

9,876,319

2.52%

0

392,411,669

7. Re-election of Edwin Gillis.

392,190,406

99.94%

221,263

0.06%

0

392,411,669

8. Re-election of Peter Gyenes.

375,165,671

96.68%

12,889,145

3.32%

4,356,853

388,054,816

9. Re-election of Kris Hagerman.

382,534,630

97.48%

9,877,039

2.52%

0

392,411,669

10. Re-election of Roy Mackenzie.

379,865,488

97.07%

11,450,903

2.93%

1,095,278

391,316,391

11. Re-election of Steve Munford.

369,597,168

94.45%

21,719,223

5.55%

1,095,278

391,316,391

12. Re-election of Salim Nathoo.

379,898,522

97.08%

11,417,869

2.92%

1,095,278

391,316,391

13. Re-election of Paul Walker.

388,174,560

99.27%

2,850,049

0.73%

1,387,060

391,024,609

14. Re-appointment of KPMG LLP.

368,354,043

93.87%

24,057,626

6.13%

0

392,411,669

15. Authorisation to agree the auditors' remuneration.

379,428,250

96.69%

12,983,419

3.31%

0

392,411,669

16. Authorisation to make political donations.

391,317,376

99.72%

1,093,643

0.28%

650

392,411,019

17. Authorisation to amend the Sophos Group 2015 Employee Share Purchase Plan.

392,393,546

100.00%

18,123

0.00%

0

392,411,669

18. Authorisation to allot shares.

390,809,106

99.59%

1,602,063

0.41%

500

392,411,169

Special Resolutions

19. Authorisation to disapply pre-emption rights.

392,160,067

99.94%

251,602

0.06%

0

392,411,669

20. Authorisation to disapply pre-emption rights in respect of a greater number of shares for the purpose of financing acquisitions or other capital investments.

385,287,422

98.18%

7,124,247

1.82%

0

392,411,669

21. Authorisation to purchase own shares.

390,766,224

99.58%

1,635,895

0.42%

9,550

392,402,119

22. General meetings may be called on not less than 14 clear days' notice.

380,278,827

96.91%

12,131,189

3.09%

1,652

392,410,016

Issued Share Capital

455,495,118

Total votes cast, including votes withheld as a % of issued share capital

86.15%

1.

Votes "For" includes proxy appointments which gave discretion to the Chairman of the AGM.

2.

A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of votes validly cast "For" or "Against" any resolution nor in the calculation of the "number of votes validly cast" for any resolution.

3.

As at 6pm on 12 September 2016 the Company's issued share capital consisted of 455,495,118 ("Share Capital"), carrying one vote each. No shares were held by the Company in treasury. Therefore, the total voting rights in the Company as at 6pm 12 September 2016 was 455,495,118 votes.

4.

The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website.

5.

A copy of resolutions 18 to 22 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.