Exercise of over-allotment option

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

9 July 2015

Sophos Group plc

Exercise of over-allotment option

Sophos Group plc (the "Company") announces that, in connection with its initial public offering of ordinary shares (the "Global Offer"), Morgan Stanley, as stabilising manager, exercised on 8 July 2015, the over-allotment option granted by Pentagon Lock S.à r.l, Pentagon Lock 6-A S.à r.l, Pentagon Lock 7-A S.à r.l and Pentagon Lock US S.à r.l, (the "Investorcos"), ITPU Holdings Limited ("Investcorp") and Sophos Nominees Limited acting on behalf of Steve Munford in respect of 23,478,260 ordinary shares in the Company (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 225 pence per share.

The Company did not participate in the over-allotment option.

Including the exercise of the over-allotment option, the total size of the Global Offer was 180,000,000 ordinary shares, in total representing 40.0% of the 450,000,000 ordinary shares of the Company currently in issue.

Enquiries:

Financial Adviser to Sophos: +44 (0) 20 7634 3500

Moelis & Company:

Mark Aedy

Robert Sorrell

Alexander Hageman

Joint Global Co-ordinator, Joint Bookrunner and Sole Sponsor

J.P. Morgan Cazenove: +44 (0) 20 7742 4000

Nicholas Hall

Markus Boser

James Taylor

Joint Global Co-ordinator, Joint Bookrunner and Stabilisation Manager

Morgan Stanley: +44 (0) 20 7425 8000

Henrik Gobel

Enrique Perez-Hernandez

Bill Hutchings

Joint Bookrunners

Deutsche Bank: +44 (0) 20 7545 8000

Brian Truesdale

Lorcan O'Shea

Matthew Gehl

UBS: +44 (0) 20 7567 8000

Thomas Koehrer

Christopher Smith

Co-Lead Managers

Numis Securities: +44 (0) 20 7260 1000

Alex Ham

Simon Willis

Pacific Crest: +1 (800) 314-9837

Rodd Langenhagen

David Spitz

Terry Schallich

Media Enquiries

Brunswick Group (Public Relations Advisor to Sophos): +44 (0) 20 7404 5959

Sarah West

Katie Ioanilli

Disclaimer

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Offer and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

Each of J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and UBS Limited, who are each authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, Deutsche Bank AG, London Branch, which is regulated by Germany's Federal Financial Supervisory Authority, BaFin and is also authorised by the PRA, but may only be subject to limited regulation by the FCA and the PRA, Numis Securities Limited and Moelis & Company UK LLP, who are each authorised and regulated by the FCA in the United Kingdom and Pacific Crest Securities, a division of KeyBanc Capital Markets Inc., which is regulated by the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, are acting exclusively for the Group and no-one else in connection with the Offer. None of the Banks or the Adviser will regard any other person (whether or not a recipient of this document) as a client in relation to the Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to herein.

In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Group or related investments in connection with the Offer or otherwise. Accordingly, references in the final Prospectus to the Shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the Shares by any of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks or the Financial Adviser by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforcable, none of Banks, the Financial Adviser or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.