5 June 2017

Sophos Group plc

Annual Report and Accounts 2017 and Notice of 2017 Annual General Meeting

The Company announces that the Annual Report and Accounts for the year ended 31 March 2017 is today being posted or otherwise made available to shareholders and published on its website, https://investors.sophos.com

In accordance with Listing Rule 9.6.1 a copy of this Report together with the Notice of Meeting and a Form of Proxy for the 2017 AGM has been uploaded to the National Storage Mechanism and will be available for viewing shortly at www.hemscott.com/nsm.do

The Company's 2017 AGM will be held at The Pentagon, Abingdon Science Park, Abingdon, OX14 3YP on 7 September 2017 commencing at 3pm.

Eleanor Lacey, Company Secretary

5 June 2017

www.sophos.com

The Appendix to this announcement is a supplement to our preliminary statement of financial results made on 17 May 2017 (the "Final Results Announcement"). It contains the information required pursuant to DTR 6.3.5 that is in addition to the information communicated in the Final Results Announcement, and should be read together with the Final Results Announcement.

Appendix

Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements

The Directors are responsible for preparing the Annual Report and the group and parent company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under that law they are required to prepare the group financial statements in accordance with IFRSs as adopted by

the EU and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards, including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the Directors are required to:

·     select suitable accounting policies and then apply them consistently;

·     make judgements and estimates that are reasonable and prudent;

·     for the group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

·     for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the Annual Financial Report

The annual report and financial statements for the year-ended 31 March 2017 includes the following responsibility statement.

We confirm that to the best of our knowledge:

·     the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

·     the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.