TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

For filings with the FCA include the annex

For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Sophos Group Plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

Yes

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

n/a

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

n/a

An event changing the breakdown of voting rights

n/a

Other (please specify):

n/a

3. Full name of person(s) subject to thenotification obligation: iii

Apax Global Alpha Limited

Apax US VII, LP, Apax Europe VII-A, LP, Apax

Europe Vii-B, LP, Apax Europe VII-1, LP, Apax

Europe VI-A, LP and Apax Europe VI-I, LP

Pentagon Lock S.à r.l, Pentagon Lock 7-A S.à r.l,

Pentagon Lock US S.à r.l, Pentagon Lock 6-A S.à r.l

Apax Guernsey Managers Limited is the investment manager for Apax Global Alpha Limited and shares a common owner with the managers of the entities mentioned above.

4. Full name of shareholder(s) (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

Date of transaction and date threshold is crossed: 23 February 2016

6. Date on which issuer notified:

25 February 2016

7. Threshold(s) that is/are crossed orreached: vi, vii

22% (21.8% to 22.3%)

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct xi

Indirect xii

Direct

Indirect

ORDINARY

GB00BYZFZ9

98,615,682

98,615,682

100,722,776

(of which 2,307,094 is held by Apax Global Apha Limited)

100,722,776

(of which 2,307,094 is held by Apax Global Alpha Limited)

N/A

22.3%

(of which 0.51% is held by Apax Global Alpha Limited)

N/A

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

-

-

-

-

-

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

-

-

-

-

-

Nominal

Delta

-

-

Total (A+B+C)

Number of voting rights

Percentage of voting rights

100,722,776 (of which 2,307,094 is held by Apax Global Alpha Limited)

22.3% (of which 0.51% is held by Apax Global Alpha Limited)

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Apax Global Alpha Limited holds 0.51% direct legal title.

Pentagon Lock S.à r.l. (9.77%), Pentagon Lock 7-A S,à r.l (5.19%), Pentagon Lock US S.à r.l. (1.13%) and Pentagon Lock 6-A S.à r.l. (5.74%) together hold 21.8% direct legal title in the proportion referred to herein.

Apax Europe VII-A, LP owns 100% of Pentagon Lock 7-A S.à r.l. Apax Europe VI-A, LP owns 100% of Pentagon Lock 6-A S.à r.l. Apax US VII, LP owns 100% of Pentagon Lock US S.à r.l. Apax Europe VII-B, LP owns 97.44% of Pentagon Lock S.à r.l. Apax Europe VII-1, LP owns 2.49% of Pentagon Lock S.à r.l. Apax Europe VI-I, LP owns 0.07% of Pentagon Lock S.à r.l.

Apax Guernsey Managers Limited is the investment manager for Apax Global Alpha Limited and shares a common owner with the managers of the entities mentioned above.

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

14. Contact name:

Jacques Colley, Aztec Financial Services (Guernsey) Limited

Sarah Butcher, Apax Partners LLP

15. Contact telephone number:

Jacques Colley: +441481749762

Sarah Butcher: +442078726453