Sophos Services Ltd

SOPHOS SERVICES LTD

 (the "Issuer")

NOTICE OF AMENDMENT TO NOTE TERMS

EUR297,750,000 denominated loan notes due 2027 and USD1,341,296,870 denominated loan notes due 2027 (together, the "Notes") admitted on the Official List of The International Stock Exchange on 27 May 2020.

The terms and conditions of the Notes have been amended pursuant to a letter dated 13 April 2021 issued by the Issuer and accepted by Sophos Holdings S.à r.l., the Noteholder.

The key changes to the Notes are as follows:

• As per the definition of “Interest Rate” as defined in section 1.1. of the Loan Notes Instrument dated 6 March 2020 (the “Instrument”), the interest rate applicable to Notes shall be as agreed between the Issuer and the relevant Noteholder from time to time. Accordingly, the Issuer and the Noteholder hereby agrees for below interest on outstanding Notes effective from 1st April 2020:

1)      in respect of €297,750,000 floating rate loan notes due 2027, the interest rate applicable to the Euro Tranche Term Loans (as defined in the First Lien Facilities Agreement), plus 0.0112% or such other rate as shall be agreed between the Issuer and the relevant Noteholders from time to time.

2)      in respect of USD1,341,296,870 floating rate loan notes due 2027, the interest rate applicable to the Dollar Tranche Term Loans (as defined in the First Lien Facilities Agreement), plus 0.0112% or such other rate as shall be agreed between the Issuer and the relevant Noteholders from time to time.

All enquiries in relation to this announcement should be addressed to:

CAREY OLSEN CORPORATE FINANCE LIMITED

Listing Agent

Tel: +44 (0)1534 888 900