Sophos
Intermediate I Limited
Tax Policy
This document sets out our group tax policy and how wemanage our tax affairs in line with this policy.

31 March 2024

Tax Policy
Introduction
As a worldwide leader in next-generation cybersecurity, Sophos protects more than 528,000
organisations of all sizes in more than 150 countries from today’s most advanced cyber threats.
The threat landscape is constantly changing and transforming, driving a need for innovative
security technologies, solutions, and services. Sophos has a full portfolio of synchronizedsolutions, including award-winning endpoint protection that harnesses the power of artificial
intelligence (“AI”) to reinforce defenses against malware, exploits, and ransomware. In
addition to endpoint protection, Sophos network security solutions offer industry-leading
protection, visibility, and response capabilities with high performance hardware appliancesand virtual deployment options for cloud-based instances. Combining the power of AI andautomation, Sophos offers a synchronized approach to cybersecurity which simplifies
protection, compliance, governance, and security monitoring for both on-premise and cloudbased environments. Sophos also makes its innovative commercial technologies available
to consumers via Sophos Home. The company is headquartered in Oxford, U.K. and more
information is available at www.sophos.com.
We require every Sophos business to operate lawfully and responsibly. In line with our Codeof Conduct, every employee has a responsibility to always act with honesty and integrity in all
business dealings. Our strategy is to manage our tax affairs in accordance with our tax policy.
This is aligned with the Group’s wider values and operating model.

Our Tax Policy
The three overriding objectives of this policy are:
Ì To comply fully with all applicable laws, rules and regulations, inline with our values and stakeholders’ expectations.
Ì For our tax affairs to be sustainable, well-governed and transparent; and,
Ì To manage our tax affairs to protect value for the company, in line with our broad fiduciary duties.

The Group Tax Function
The Group employs suitably qualified tax specialists with the expertise andexperience necessary to identify and manage potential tax risks. Training is provided
to employees to ensure that they keep up-to-date with current developments intaxation, and that compliance is carried out with the appropriate level of expertise.
The Group tax function is measured against the following performance objectives:
Ì To comply with all tax-related legal obligations
Ì To manage the Group’s tax risk and reputation
Ì To partner with commercial operations as trusted advisors
Ì To forecast, report and manage the tax charge and cash tax for the Group2

31 March 2024

Our Approach to Tax
1. Governance
The Vice President Tax reports into the Chief Financial Officer. The Sophos Group Board
receives regular updates from the Chief Financial Officer on tax operations in thebusiness, material tax issues, tax disputes, effective tax rates and cash tax payments.

2. Compliance with tax laws
Our policy is to comply with all relevant tax laws, regulations, and tax reporting requirements inall jurisdictions in which we operate, including utilizing available tax allowances and incentives.
We aim to file returns on time and pay tax in accordance with relevant legislation. We maintainall documentation required by law to support our tax filing position. We aim to invest in newtechnology tools and systems, to provide better control and to improve compliance.
Sophos will not participate in or facilitate the criminal evasion of any tax in any jurisdiction
whether carried out by an employee or and associated business partner acting on ourbehalf. We will not transact with anyone engaging in such behaviors in any jurisdiction.

3. Relationships with governments and tax authorities
Sophos actively engages with policy makers, tax administrations and industry bodies,including participating in consultations with the U.K. government and the Organisation
for Economic Co-operation and Development (OECD). We pursue open working
relationships with tax authorities. We work collaboratively with HMRC including throughannual review meetings. We will discuss and consult on our interpretation of the law
with relevant tax authorities as required and we will seek to resolve potential areas ofcontention or uncertainty. Where appropriate, we will seek tax clearances and rulings
prior to undertaking transactions. We are open and transparent about our tax affairs.

4. Risk management
We actively manage tax risks impacting our business with the aim of managing financial
uncertainty and any wider business impact. The key factors which could affect our tax risk
originate both externally and within our Group. Our ability to control these factors varies
from no control over external factors to a high degree of control over internal matters.
Changes to tax legislation and the interpretation of tax legislation is a significant risk. Thesechanges may result in additional tax cost or complexity in complying with new regulations.
We actively monitor changes in legislation and engage with tax authorities to interpretthese changes and assess the impact on the Group. We ensure that internal processes
and systems are updated at the earliest feasible point to comply with these changes.
We evaluate risks strategically, including financial, commercial, and other risks, against
the potential outcome of any tax arrangement or filing position. We seek to minimise
uncertainty over any position, and obtain external advice and engage with tax authorities,
as necessary based on the level of uncertainty, materiality, and internal expertise in relation
to the issue at hand. We document, monitor, review and report tax risks regularly, withoversight from our internal audit function. Within the Group’s risk management system,
we monitor the operation of mitigating actions and controls, and progress is reported toChief Financial Officer, who in turn reports to the Sophos Group Board. We have a low
tolerance of tax risk for error, compliance failure, late filing of returns, and late payments.

5. Transparency
We comply with all current tax reporting requirements and aim to provide
meaningful information for stakeholders by publishing information inaddition to the minimum requirements of accounting standards.

331 March 2024

6. Transfer pricing
We align all of our activities to the commercial drivers of the business and do
not artificially transfer profits from one business location to another to reduce
taxation. We pay tax where value is created by normal commercial activity.

7. Business structuring and tax planning
In making commercial decisions, we treat tax in the same manner as any other business cost.
We seek to optimise our tax position and undertake appropriate planning that we believe will be ofoverall benefit to the Group and its stakeholders, provided that it is compliant with local laws. We
seek to be efficient with our tax affairs and utilize reliefs and incentives made available by relevant
governments. We do not request in any given country or region any specific tax advantages thatare not generally available or properly legislated for.
We will only enter into planning arrangements that are reasonable and defensible, and that
support a commercial purpose.
Note: In accordance with paragraph 19(2), Part (2), Schedule 19, UK Finance Act 2016 Sophos
regards the publication of this Tax Policy as complying with the duty to publish a company tax
strategy in the financial year ending 31 March 2024.

United Kingdom and Worldwide Sales
Tel: +44 (0)8447 671131
Email: sales@sophos.com

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Sophos is the registered trademark of Sophos Ltd. All other product and company names mentioned aretrademarks or registered trademarks of their respective owners.
2023-11-20 NA (MP)Australia and New Zealand Sales
Tel: +61 2 9409 9100
Email: sales@sophos.com.au

Asia Sales
Tel: +65 62244168
Email: salesasia@sophos.com