Notification of Transaction

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Steve Munford

2 

Reason for the notification 

a) 

Position/status 

Non-Executive Director

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Sophos Group plc

b) 

LEI 

21380078ZKBCC75BO206

4 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 

a) 

Description of the financial instrument, type of instrument

Identification code 

Ordinary shares of 3 pence each in Sophos Group plc ("Ordinary Shares")

GB00BYZFZ918

b)

Nature of the transaction

Call for the transfer by the Trustee (as defined below) of that part of the beneficial interest in certain Ordinary Shares (the number of which is set out below) which were jointly owned by the Trustee and Steve Munford under the JOE Agreements (as defined below) and which vested upon payment of the price specified in the JOE Agreements and as set out below.

Pentagon Holdings S.a.r.l ("Pentagon") entered into certain jointly owned equity arrangements (the "JOE Agreements") with Volaw Corporate Trustee Limited, as trustee of the Pentagon Holdings S.a.r.l Employee Benefit Trust (the "Trustee"), and certain UK resident senior executives including Steve Munford on 22 October 2010. The JOE Agreements were amended with the consent of the participants during the reorganisation of the Sophos group which was undertaken in preparation for the Initial Public Offering of Sophos Group plc in June 2015 such that the rights of participants under the JOE Agreements were changed so as to be in respect of Ordinary Shares rather than A shares in Pentagon.

c) 

Price(s) and volume(s) 

d)

Aggregated information 

- Aggregated volume 

- Price 

Total number of Ordinary shares that on

14 March 2017 PDMR / PCAs called for Trustee to deliver: 2,507,427

Total price: US$298,316.11

e) 

Date of the transaction 

14 March 2017

f)

Place of the transaction 

London Stock Exchange (XLON)