Final Results

28 February 2012

SDL PLC

Preliminary results for the year ended 31 December 2011

Significant progress with our strategy execution, record revenue and operating profit performance and strong growth across all operating segments

SDL plc ("SDL" or "the Group"), the leading provider of Global Information Management (GIM) solutions, announces its unaudited preliminary results for the year ended 31 December 2011.

Operational highlights

·; Record revenue and profit performance achieved in FY11 through further progress in executing strategic vision.

·; Headline revenue growth of 13%.

·; All businesses contributed positive revenue growth in 2011:

o Content management Technologies revenue grew by 17%, comprising -2% foreign exchange, a negligible effect from acquisitions and +19% underlying organic growth at constant currency.

o Language Technologies revenue grew by 18%, comprising -1% foreign exchange, 11% acquisitions and 8% underlying growth at constant currency.

o Language Services revenue growth of 9% was achieved, comprising -1% foreign exchange and 10% underlying growth at constant currency.

·; Final dividend of 5.8 pence per ordinary share, a 5.5% increase over the maiden dividend paid in the preceding year.

·; Significant new client wins during the year included Brother, TIBCO Software, Mattel, AGIP, Marks & Spencer and Semcon.

·; Cross selling activity has underpinned growth and the sales pipeline remains robust, reflective of new win momentum.

·; Robust balance sheet which provided a strong base for the now completed acquisition of Alterian which brings data analytics, campaign management and social media capabilities to the Group.

Commenting on these results, Mark Lancaster, Executive Chairman said today:

"2012 marks a significant milestone as SDL celebrates its 20th anniversary. The Group continues to innovate and we are delighted to report another year of significant progress resulting in record revenue and profit performance. We have continued to make headway with our strategic objectives and consequently 2011 was an exceptional year for new client acquisition and for releasing new products to the global market place. We have been careful to invest in areas where secular trends are strongest and we look forward to the opportunities the acquisition of Alterian brings to the Group. We believe that SDL is well positioned to take advantage of the opportunities ahead and continue to deliver value for shareholders."

John Hunter, Chief Executive Officer, added:

"The business again demonstrated strong defensive growth characteristics in 2011 as we capitalised on mixed market conditions with strong execution. As we enter 2012 we are well positioned in serving a broader number of geographies, customers and industry verticals which mitigates exposure to any specific sector or regional economic events. We are entering 2012 with a broader set of products and services coupled with a solid pipeline. We have confidence in our strategy and execution capability and we have a strong balance sheet which gives us the ability to pursue strategic growth opportunities both organically and through acquisition."

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About SDL

SDL enables global businesses to engage with their customers in the language, the media and at the moment they choose. We help businesses manage their brands, drive global revenues, accelerate speed to market and enrich their customers' experience. SDL's enterprise-ready innovative technology and service solutions span the entire customer journey and include social listening and marketing analytics, campaign management, language management and services, video and written content creation, web content management, dynamic technical documentation publication and eCommerce. SDL solutions drive global reach across multiple languages, cultures, channels and media. SDL has over 1,500 enterprise customers, 400 partners and a global infrastructure of 70 offices in 38 countries. For more information, visit www.sdl.com.

Executive Chairman's Statement

Summary Performance

We are pleased to report a year of significant growth. Our progress executing our strategic vision resulted in record revenue and profit performance. Revenue for the year was £229.0m (2010: £203.5m). Operating profit before taxation and amortisation of intangible assets ("PBTA") was £39.7m (2010: £35.4m). Net cash in the business at year end amounted to £70.4m (2010: £46.6m).

Headline revenue growth of 13% includes acquisition related growth of 2% and a 1% decrease due to foreign exchange movements in the period, resulting in an underlying organic growth at constant currency of 12%.

Market Opportunity

With SDL solutions setting an industry standard in the Global Information Management marketplace, enterprises are increasingly seeking strategic solutions to the growing challenge of customer engagement in the modern world. As a result of deepening relationships with clients, the cross-selling of our products and services is evolving into increased strategic sales across the group to leading brands such as Atlas Copco, CNH, Getty Images and Hach Company.

Investment into the Future

We increased our Research and Development investment by 8% in 2011 to £14.8m (2010: £13.6m). Focussing on market innovations and product vision through a targeted research and development programme, key product launches in 2011 were:

- SDL Tridion 2011, our market leading Web Content Management product, rated as a leader by Forrester and Gartner, with new mobile, targeting and personalisation technology

- SDL Trados Studio 2011, a new version of our leading desktop translation product

- SDL LiveContent 2011, a step-change enabling product which automates the production of smart interactive product documentation; and

- SDL EasyTranslator, which enables text to be translated instantly from any document and real-time chat to be translated across social networking sites in 60 languages.

In 2011 we made a strategically important investment in Media Asset Management with the acquisition of Calamares, an enterprise solution for managing video and rich media. We consider that live and on demand video will form an increasing part of web content in future. This cloud-based solution supports internet television, as well as social media platforms across a wide range of systems and devices, including mobile. This key capability, branded SDL Media Manager, has been integrated with SDL Tridion 2011 and further integrations with other SDL products are planned moving forward.

Alterian Acquisition

The acquisition of Alterian plc, completed in January 2012, brings data analytics, campaign management and social media capabilities to the group. SDL has historically partnered with vendors who have these technologies. However we believe an integrated product suite that allows our customers to track and analyse web and social activity is a crucial component in the creation and presentation of content. Providing our customers with integrated solutions that allow them to understand exactly what customers are saying and looking at, in the context of what they are producing, via our content management technology is important and provides closed loop engagement.

Global Information Management Vision and Strategy

As the internet enters its third decade of commercialisation, there is now a mountain of rich digital information available for us to consume and, because of this, the web is increasingly becoming a central part of our lives. With 2.1 billion people now using the internet regularly and with the internet generation becoming the new decision makers in industry, the web will become even more important to global businesses as expectations from the web will increase.

The cornerstone of SDL's strategy is our belief that everyone should be able to engage with the information they require in the way they want, in the language, media and moment they choose. SDL will continue to look to the future and invest in technical solutions to address the opportunities corporations have to communicate with their clients. In order to deliver the above vision we have invested in:

- Language technology - we believe that all communications will need to be instantly available in multiple languages at a fraction of today's cost. We are investing heavily into our recent acquisition of Language Weaver, a world-leading automated translation solution. We have integrated this technology into our Web Content Management technology and our freelance translation editing suites. We will seek to help our partners and customers bring their content into multiple markets at a fraction of the cost

- Our content management technology which is considered best in class by industry analysts, integrates with our translation management systems, allowing content to be translated and published fast and efficiently in multiple languages

- Personalisation and targeting technology with the acquisition of Fredhopper, a leader in retail personalisation and targeting. This technology is now integrated into our web content management products, allowing our customers to present the right information to users

- Multimedia management technology - we anticipate an increasing amount of content on the web will be video, graphics or pictorial, as pictures are generally more easily digested than text by humans. This technology has also been integrated into our content management solutions

- Data analytics, social media management and campaign management - through the Alterian acquisition - which have brought to us the ability to provide our customers with an integrated solution of monitoring, analysing, creating and targeting content to users.

By enabling global businesses to engage with their customers, we help them manage their brands and drive their global revenues. We do this by providing enterprise-ready, innovative solutions and services for managing the end-to-end customer experience.

Communication has become highly sophisticated - complexity is no longer acceptable and simplicity of the user interface is highly valued and critical to successful customer engagement. Multi-channel interaction is taken for granted. We see a shift from content to experience, exemplified by exponential growth in video and the growing dominance of social media as the opinion former. Synergistic re-use of content across channels and brands are key execution themes for global enterprises. The acquisition of Alterian complements SDL's industry-leading strength in Web Content Management, ecommerce and personalisation with new Campaign Management, Analytics and Social Intelligence propositions. With SDL's Global Information Management platform, SDL is now a leader in Customer Experience Management.

The fundamental growth drivers of the business remain unchanged. SDL and its enterprise customer base is geared towards globalisation, the growth of the internet, and growth in digital and translated content in a multi-channel environment. We have been careful to invest in key areas where these secular trends are strongest. So whilst the European market remains difficult, we have exposure to the US, Asian, South American and other emerging markets where these trends are showing themselves to be particularly robust.

Dividend

We remain confident in the operational cash generation capability of the business and the board is recommending a final dividend to the Annual General Meeting of 5.8 pence per ordinary share, a 5.5% increase over the maiden dividend paid in the preceding year.

Board of Directors

During the year a number of Board changes have been made. Matthew Knight was appointed as Chief Financial Officer, following John Hunter's promotion from this position to Chief Executive Officer. Shortly after the year end, Mandy Gradden was appointed as a non-executive director, strengthening the independent component of the Board. Jane Thompson will leave the SDL Board in April 2012 to focus on her own business interests, having provided a valuable contribution to SDL and been chair of our remuneration committee. Having served as a non-executive Director for 10 years, John Matthews will not be seeking re-election at the forthcoming 2012 AGM. John has delivered a wealth of experience to SDL, and will be working as a consultant to the Board during the next year. We believe these Board changes improve our corporate governance, whilst continuing to provide us with a strong and multi-talented Board going forward.

SDL Celebrates its 20th Anniversary

2012 marks a significant milestone as SDL celebrates its 20th anniversary. As these results demonstrate, the Group has come a long way since its foundation in 1992 and IPO in 1999. We believe that SDL is well positioned to take advantage of the opportunities ahead and deliver value for shareholders. SDL now operates in 38 countries, with over 2,600 people, over 1,500 enterprise customers and has deployed over 170,000 licences worldwide. Perhaps one of the most satisfying achievements is the creation of the SDL Foundation, our registered charity, that has helped many people in environments less fortunate than ours to start building an infrastructure for the future. As we move into 2012 and beyond, SDL's philosophy will remain unchanged. We will continue to invest in our staff, customers and our technology which in turn provides returns to our shareholders.

Outlook

In 2011 our Global Information Management solutions continued to evolve and we executed strongly against our strategic objectives.

Whilst macro-economic concerns exist, particularly over the weaker Euro zone states and the future of the European Currency Union, our pipeline remains solid. We are experiencing higher growth in North America and our customer presence in emerging markets such as Asia continues to expand and diversify. We are well positioned with a broad portfolio of geographies and industry sectors, which mitigates exposure to sector or regional economic events.

We are also entering 2012 with a broader set of products and services and we are confident in our strategy and execution capability. The business has a very strong balance sheet that enables growth opportunities, both organic and through acquisition, to be pursued as they arise.

As we look forward to the future we remain confident in our growth prospects and SDL's long term potential to deliver further profitable growth and strong shareholder returns.

Mark Lancaster

Executive Chairman

Chief Executive Officer's statement

Summary

At SDL our vision is that we believe everyone should be able to engage with the information they require in the way they want and our mission is to enable global businesses to engage with their customers in the language, media and at the moment they chose. Our core value proposition is to support businesses in increasing brand equity and driving revenues on a global basis and we seek to do this by providing enterprise ready innovative solutions to manage the end-to-end customer experience.

Our strategic objective is to deliver superior returns to shareholders through execution of a growth strategy on five key dimensions: key account growth, cross selling, partner channels and strategic partnership, territory expansion and technology leadership and innovation. I am pleased to report that we made positive progress in all of these areas in 2011 which proved to be a strong year in terms of financial performance and was also an exceptional year for new client acquisition and for releasing new innovative products to the global market place.

Revenue for the year was £229.0m (2010: £203.5m), an excellent performance against a mixed demand environment which varied region by region and segment by segment. All businesses contributed positive revenue growth in 2011. Headline revenue growth of 13% includes acquisition related growth of 2%, a 1% decrease due to foreign exchange, and underlying organic growth at constant currency of 12%. Performance in Content Management continued to be particularly strong, with constant currency revenue growth of 19%, driven by demand for Tridion 2011, a new product release to the global marketplace, and continued penetration of structured content products into the burgeoning technical documentation marketplace. Increased cross selling activity has also underpinned growth. Moving into 2012 the sales pipeline remains robust, reflective of new win momentum and we see no discernible change in decision patterns for buying SDL solutions despite an uncertain economy.

Operating cashflow from operations was £32.6m (2010: £27.1m). Average DSO was stable which was particularly pleasing in a challenging environment for many corporations and ensured that the business maintained strong cash flow during the year. At the end of 2011 we had £70.4m of cash on the balance sheet which, combined with £20m of undrawn revolving credit facilities, provided a robust base for the completion of the Alterian acquisition on 27 January 2012.

Segmental performance

We continue to report the business in three operating segments in 2011, this change was initiated in 2009 and enables our shareholders to more fully understand the principal business lines of the group. Performance by segment is as follows:

Content Management Technologies (contributing £52.7m or 23% of revenue to the Group and £8.8m or 22% of Group PBTA) (2010: contributing £45.0m or 22% of revenue to the Group and £7.7m or 22% of Group PBTA).

Total segment revenue grew by 17%, comprising -2% foreign exchange, a negligible effect from acquisitions and +19% underlying organic growth at constant currency. This is a very strong performance, where the business continued to differentiate its products and solutions through a compelling program of innovation which delivered significant new product releases in 2011.

SDL Web Content Management Solutions performed well, particularly in North America. The new Tridion 2011 product was launched at the start of 2011. With new mobile, targeting and personalisation capabilities, this release was cited by both Forrester and Gartner as a leader and has gained significant traction in the global market, building on the established reputation of Tridion.

Our Web Content Management Solutions were further enhanced by the small but strategic Calamares acquisition, a cloud based enterprise solution for managing video and other rich media assets. This new capability, now branded SDL Media Manager, is fully integrated with Tridion 2011 and supports a broad range of media, systems and devices including web, mobile, internet protocol television (IPTV) and various social media platforms. We expect the use of live and on demand video to increase significantly as we move forward against an environment where consumer preference for video related content as a preferred media is also growing rapidly.

Structured Content Management technologies continued to make exceptional progress, in both the established S1000D and emerging DITA markets. Important sales were made in Asia, a relatively immature market for these products, with interest seeded creating a solid platform for future growth. We are also proud to have released SDL Live Content 2011 during the year. This is a step-change enabling product which automates the production of smart interactive product documentation. We believe that SDL offers the most complete end to end solution for creating and managing user documentation, vital to the end to end user experience.

New clients in 2011 include Compassion International, GameStop, MCB Group, Sharp, Eva Air, Abu Dhabi Airport Company, Brother, Life Technology Corporation, OSIsoft, TIBCO Software Inc. and Mattel.

Language Technologies (contributing £40.1 million or 18% of revenue to the Group and £5.2 million or 13% of Group PBTA) (2010: contributing £33.9 million or 17% of revenue to the Group and £3.3 million or 9% of Group PBTA).

Total segment revenue grew by 18%, comprising -1% foreign exchange, 11% acquisitions and 8% underlying growth at constant currency. The business made significant progress in driving profitability in 2011 and also established a very strong program of innovation to continue SDL leadership in the Language Technology space in the future. Our portfolio of products delivers innovation to users ranging from individual translators to global enterprises. At our core is a philosophy of introducing technologies that change the way people work; driving efficiency and consistency in global business operations in deriving optimal performance from complex language assets.

In 2011 we saw the market and appetite for machine translation continue to grow and we continued to invest in building our fundamental science capability in this important area. We believe machine translation will have a profound future impact on the global marketplace for language and will form a significant component of future translation strategies for some rapidly growing content types. Language Weaver is now fully integrated into the Language Technology business unit and has achieved strong sales growth over the equivalent period last year.

Demand for our enterprise Language Technology business was mixed with stronger demand in Europe than in North America. During the year we saw momentum build for our desktop product, Trados Studio 2011, which we released to the global marketplace in September 2011. We continued to invest in building our Asia presence, which we believe, will be an important future market for Language Technology products and we see increasing interest from Asian corporations in optimising processes for management of language assets.

New clients in 2011 included AGIP, Alfa Laval AB, Nordea Bank Denmark, Tencent Inc, RICOH Company Ltd and Panasonic Business Services Co. Ltd.

Language Services (contributing £136.2 million or 59% of group revenue and £25.5 million or 65% of Group PBTA) (2010: contributing £124.6 million or 61% of group revenue and £25.2 million or 71% of Group PBTA).

2011 was a year of strong revenue growth for this segment and the business continued to exhibit solid growth characteristics and strong profit and cash generation. It was an exceptional year for new client acquisition across the business, which more than offset any individual customer variations as the business further intensified its account management approach. The business continued to develop its global infrastructure to drive target territory presence and gained new business in Latin America and Australia. We are also seeing progress in the Nordic region following organisational changes previously initiated. Headline revenue growth of 9% was achieved, comprising -1% foreign exchange and 10% underlying growth at constant currency.

North America was the star performer with excellent revenue growth against a demand environment that proved highly resilient; with Europe also growing positively. Performance in Asia was mixed and the business did an outstanding job of maintaining effective operations through the natural disasters in Japan and Thailand, invoking contingency plans to continue to operate effectively with our clients in this period. This is a tribute to the quality of the SDL team in Asia. Our client portfolio in Asia continues to expand and I am confident in our future growth prospects and positioning in the region founded on a high quality, wholly owned local operation.

We see the market for Language Services starting to segment. Quality is an absolute in this market and we were very pleased to further expand our quality systems and certifications in 2011; essential components of a premium offer to our global clients. Machine translation is also having an impact as new content types start to emerge for certain applications. We see more demand for consulting approaches that target process optimisation as companies wrestle with the challenge of how to effectively leverage language assets for brand consistency and how to drive innovation though new product release into global markets. We continue to concentrate on ensuring SDL has the most comprehensive solution set in the global marketplace to directly address these needs right through the end to end translation supply chain,

Significant new client wins during the year included Marks and Spencer, Hotel.de AG, Semcon, Springer Healthcare Ltd, Kosan Crisplant.

John Hunter

Chief Executive Officer

SDL plc

UNAUDITED Consolidated INCOME STATEMENT

for the year ended 31 December 2011

Adjusted earnings per ordinary share (basic and diluted) are shown in note 5.

SDL plc

UNAUDITED Consolidated STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2011

SDL plc

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2011

SDL plc

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2011

SDL plc

UNAUDITED consolidated STATEMENT OF CASH FLOWS

for the year ended 31 December 2011

SDL plc

notes to the UNaudited financial INFORMATION

1. BASIS OF ACCOUNTING

Basis of preparation

The financial information set out above does not constitute the Group's statutory financial statements for the years ended 31 December 2011 or 2010. Statutory consolidated financial statements for the Group for the year ended 31 December 2010, prepared in accordance with adopted IFRS, have been delivered to the Registrar of Companies. The auditors have reported on the 2010 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of any emphasis without qualifying their opinion and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The statutory consolidated financial statements for 2011 will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies in due course.

The consolidated financial statements of SDL plc and its subsidiaries have been prepared in accordance with International Financial Reporting Standards as adopted by the EU as relevant to the financial statements of SDL plc.

Significant accounting policies

The accounting policies adopted in the preparation of the condensed consolidated financial information are consistent with those followed in preparation of the Group's annual financial statements for the year ended 31 December 2010.

In line with UK Corporate Governance Code requirements the Directors have made enquiries concerning the potential of the business to continue as a going concern. Enquiries included a review of performance in 2011, 2012 annual plans, a review of working capital including the liquidity position and a review of current indebtedness levels. This review of working capital includes the acquired business of Alterian, and the intended investment plans for this business. The Directors confirm that they expect strong underlying cash generation and therefore they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Given this expectation they have continued to adopt the going concern basis in preparing the financial information.

2. SEGMENT INFORMATION

The Group operates in the Global Information Management industry. For management purposes the Group is organised into business units based on their products and services and has three reportable operating segments as follows:

·; The Language Services segment is the provision of a translation service to customer's multilingual content in multiple languages.

·; The Language Technologies segment is the sale of enterprise, desktop and statistical machine translation technology developed to help automate and manage multilingual assets together with associated consultancy and other services.

·; The Content Management Technologies segment is the sale of content management technologies developed to help automate and manage content to deliver a consistent, interactive and personalised customer experience, in multiple languages, across websites, documentation and channels.

Within the Content Management Technologies segment three operating segments have been aggregated to form the above reportable operating segment.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment prior to charges for tax, deferred compensation related to business combinations and amortisation.

*Deferred compensation and contingent consideration relating to acquisitions

*Deferred compensation relating to acquisitions

Segment assets:

(1) Segment assets do not include cash (£70,408,000), Corporation Tax (£509,000) and Deferred Tax (£4,976,000).

(2) Segment assets do not include cash (£46,628,000), Corporation Tax (£945,000) and Deferred Tax (£6,356,000).

Geographical analysis of external revenues by country of domicile is as follows:

Geographical analysis of non-current assets excluding deferred tax is as follows:

Goodwill and intangibles recognised on consolidation are included in the country which initially acquired the business giving rise to the recognition of goodwill and intangibles.

3. OTHER REVENUE AND EXPENSES

Group operating profit is stated after charging/(crediting):

The net foreign exchange (gains) / losses above arose due to movements in foreign currencies between the time of the original transaction and the realisation of the cash collection or spend, and the retranslation of US Dollar and Euro denominated loans.

4. INCOME TAX

(a) Income tax on profit:

Consolidated income statement

Consolidated statement of other comprehensive income

A tax credit in respect of share based compensation for current taxation of £523,000 (2010: credit of £557,000) has been recognised in the statement of changes in equity in the year. A tax debit in respect of share based compensation for deferred taxation of £821,000 (2010: credit of £342,000) has been recognised in the statement of changes in equity in the year.

(b) Factors affecting tax charge:

The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of income tax in the UK of 26.5% (2010: 28%). The differences are reconciled below:

5. EARNINGS PER SHARE

The calculation of basic earnings per ordinary share is based on a profit after tax of £25,736,000 (2010: £22,044,000) and 78,666,436 (2010: 77,640,587) ordinary shares, being the weighted average number of ordinary shares in issue during the period.

The diluted earnings per ordinary share is calculated by including in the weighted average number of shares the dilutive effect of potential ordinary shares related to committed share options as described in note 7. For 2011 the diluted ordinary shares were based on 81,115,987 ordinary shares that included 2,449,551 potential ordinary shares.

The following reflects the income and share data used in the calculation of adjusted earnings per share computations:

There have been no material transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of this announcement.

6. INTANGIBLE ASSETS

Customer relationships and intellectual property are written off on a straight-line basis over their estimated useful lives of between 5 and 15 years. As from 1 January 2004, the date of transition to IFRS, goodwill is no longer amortised but is now subject to annual impairment testing.

7. SHARE-BASED PAYMENT PLANS

SDL Share Option Scheme

The table below sets out the number and weighted average exercise prices (WAEP) of, and movements in, the SDL Share Options Scheme during the year:

The weighted average share price at the date of exercise for the options exercised is £6.33 (2010: £4.88).

For the share options outstanding as at 31 December 2011, the weighted average remaining contractual life is 5.95 years (2010: 5.94 years).

The fair value of equity settled share options granted under the SDL Share Option Scheme is estimated as at the date of grant using the Black Scholes model. The following table lists the inputs and key output to the model:

The range of exercise prices for options outstanding at the end of the year was £0.34 - £6.07 (2010: £0.34-£5.48).

SDL Long Term Incentive Plan

The fair value of equity-settled shares granted under the SDL Long Term Incentive Plan is estimated as at the date of grant using a Monte-Carlo model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs and key output to the model used for the year in the year of grant:

All LTIPs are exercisable at nil cost to the individual (with the exception of the 1p nominal value of each share awarded).

SDL Save As You Earn Scheme (SAYE)

The table below sets out the number and weighted average exercise prices (WAEP) of, and movements in, the SDL Save As You Earn Scheme during the year:

For the SAYE shares outstanding as at 31 December 2011, the weighted average remaining contractual life is 1.93 years (2010: 1.37 years).

The fair value of equity settled share options granted under the SDL SAYE Scheme is estimated as at the date of grant using the Black Scholes model. The following table lists the inputs and key output to the model in the year of grant:

8. ADDITIONAL CASH FLOW INFORMATION

Analysis of group net debt:

9. BUSINESS COMBINATIONS

Acquisition of Calamares Holding B.V.

On 3 May 2011 the Group acquired 100% of the share capital of Calamares Holding B.V., an unlisted company based in the Netherlands. The principal activity of Calamares Holding B.V. is the provision of media asset management solutions.

The total cost of the combination comprises €2.9 million (£2.6 million) and was funded from the Group's existing cash resources.

The provisional fair value of the identifiable assets and liabilities of Calamares Holding B.V. group as at the date of acquisition were:

All fair values included in the above analysis are provisional fair values which are based upon management's best estimate at the date of preparation of the financial statements.

The maximum contingent consideration is £1.3 million. The fair value has been calculated at £1.3 million and under IFRS 3 (revised) any re-measurement will be recognised in the income statement.

From the date of acquisition Calamares Holding B.V. group has not materially affected the revenue or profitability of the Group. If the combination had taken place at the beginning of the year, the profit for the Group would have been £25.7 million and revenue from continuing operations would have been £229.1 million. Included in the £2.0 million of goodwill recognised above are certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include assembled workforce.

10. POST STATEMENT OF FINANCIAL POSITION EVENTS

On 27 January 2012 the Group acquired 100% of Alterian plc (a company listed on the London Stock Exchange and based in England) for £68.7 million of which £48.7 million was funded from the Group's existing cash reserves and £20.0 million was drawn against the Group's existing bank facility. The principal activities of Alterian plc are the provision of data analytics, campaign management and social media capabilities. The Chairman's statement describes the primary reasons for the business combination. Annual disclosures required under IFRS 3 (Revised) will be included in the 31 December 2012 annual financial statements and in the 30 June 2012 interim financial statements once the initial accounting for the business combination has been undertaken.

There are no other known events occurring after the statement of financial position date that require disclosure. The Directors are recommending that a final dividend for the year ended 31 December 2011 of 5.8 pence per ordinary share be paid to the shareholders whose names appear on the register at the close of business on 18 May 2012 with payment on 15 June 2012. The Ex-dividend date will be 16 May 2012. This recommendation will be put to the shareholders at the Annual General Meeting.

11. DIRECTORS REMUNERATION

As reported in the Annual Report 2010, the Committee after discussions with institutional shareholders, made an exceptional and one-off conditional award to Mark Lancaster on 17 January 2011 of 141,510 SDL shares. The first tranche of 47,170 shares has vested and is due to be transferred to him in March 2012.