Block listing Interim Review

Name of applicant:

SOPHOS GROUP PLC

Name of scheme:

2015 Long Term Incentive Plan

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

6,130,968

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

4,230,850

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

1,900,118

Name of scheme:

Save As You Earn Scheme

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

 1,000,000

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

588,896

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

411,104

Name of scheme:

International Save As You Earn Scheme

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

979,940

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

356,033

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

623,907

Name of scheme:

US Employee Share Purchase Plan

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

442,758

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

398,499

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

44,259

Name of scheme:

Pentagon Holdings Management Equity Plan

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

4,853,786

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

229,814

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

4,623,972

Name of scheme:

Pentagon Holdings Staff Option Plan

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

3,288,341

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

397,549

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

2,890,792

Name of scheme:

Pentagon Holdings 2010 Retention Award Plan

Period of return:

From:

1 April 2019

To:

30 September 2019

Balance of unallotted securities under scheme(s) from previous return:

795

Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

0

Equals: Balance under scheme(s) not yet issued/allotted at end of period:

795

Name of contact:

Paul Waters

Group Company Secretary

Telephone number of contact:

01235 461908

LEI:

21380078ZKBCC75BO206