Rule 2.9 Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

6 December 2019

SOPHOS GROUP PLC("Sophos" or the "Company")

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that, as at the close of business on 5 December 2019, being the last business day prior to the date of this announcement, it had 491,856,147 ordinary shares of 3 pence each in issue and admitted to trading on the main market of the London Stock Exchange. Sophos holds no ordinary shares in treasury. Accordingly, the total number of voting rights in Sophos is 491,856,147. The International Securities Identification Number ('ISIN') for Sophos' ordinary shares is GB00BYZFZ918.

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