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

Back‑to‑back sale and purchase of an equal and opposite number of Ordinary Shares. Ordinary shares sold and purchased include Ordinary shares held by Steve Munford in his own name as well as those that resulted from the transfer by the Trustee (as previously announced) of that part of the beneficial interest in certain Ordinary Shares which were jointly owned by the Trustee and Steve Munford under the JOE Agreements (as defined above) and which vested upon payment of the price specified in the JOE Agreements and as set out above.

c) 

Price(s) and volume(s) 

d)

Aggregated information 

- Aggregated volume 

- Price 

Total number of Ordinary shares sold by PDMR / PCAs on 17 March 2017: 2,866,194

Total number of Ordinary shares purchased by PDMR / PCAs on 17 March 2017: 2,866,194

Total sale price: £7,581,083.13

Total purchase price: £7,581,083.13

e) 

Date of the transaction 

17 March 2017

f)

Place of the transaction 

London Stock Exchange (XLON)