Long Term Incentive Plan Awards

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

Awards under the Sophos Group Long Term Incentive Plan 2015

On 20 June 2016 Sophos Group plc was notified that, on 14 June 2016 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) and performance share units (being rights to acquire Shares for nil cost which are subject to performance vesting conditions) over the number of ordinary shares of 3p each in Sophos Group plc (Shares) noted below. The price per Share used to calculate the maximum number of Shares over which the awards have been granted is £1.8553 (being the average price of the Shares on the main market of the London Stock Exchange between 10 June 2016 and 14 June 2016). The restricted share unit awards will vest over four years, with 25 per cent. of the Shares becoming vested on 14 June 2017 and the remainder vesting on a quarterly basis thereafter until 14 June 2020. The performance share unit awards will vest on one vesting date following a three year period consisting of three consecutive annual performance measurement periods. No consideration has been paid for the grant of the awards.

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

Ari BuchlerCompany Secretary

21 June 2016