Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

Awards under the Sophos Group Long Term Incentive Plan 2015

On 3 August 2015 Sophos Group plc was notified that, in connection with the initial public offering on 1 July 2015 (the IPO) of ordinary shares of 3p each in Sophos Group plc (Shares), on 3 August 2015 the executive directors noted below had been granted awards in London, United Kingdom, under the Sophos Group Long Term Incentive Plan 2015 (the LTIP) in the form of restricted share units (being rights to acquire Shares for nil cost) over the number of Shares noted below. The price per Share used to calculate the number of Shares over which the awards have been granted is US$3.56 being equal to the IPO Offer Price of 225 pence per Share converted at the U.S. dollar: sterling exchange rate prevailing on 1 July 2015 (being the date of the admission of the Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities). The awards will vest over 5 years, with 20 per cent. of the Shares becoming vested on 3 August 2016 and the remainder vesting on a quarterly basis thereafter until 3 August 2020. No consideration has been paid for the grant of the awards.

Further information on the LTIP is provided in Part 14 (Additional Information) of the IPO prospectus published on 26 June 2015.

This notification is made in accordance with the FCA's Disclosure and Transparency Rule 3.1.4R(1)(a).

Ari BuchlerCompany Secretary

4 August 2015