Potential Acquisition of Alterian

Disclaimer

IMPORTANT NOTICE

Please read this notice carefully - it applies to all persons who view this section of the website.

RECOMMENDED CASH ACQUISITION FOR ALTERIAN PLC BY SDL PLC LIMITED ANNOUNCED ON 2 DECEMBER 2011

Access to this section of the website may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to the information on this section of the website. These materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

IMPORTANT INFORMATION
This area of the website ("Micro-Site") contains announcements, documents and information ("materials") published by SDL plc ("the Company"), or jointly by the Company and Alterian plc ("Alterian"), relating to the proposal by the Company to acquire all of the issued and to be issued share capital of Alterian (the proposal, together with any ancillary matters relating to its implementation, being referred to below as the "Proposals"). The Proposals are currently intended to be effected by way of scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). The materials contained on this Micro-Site are made available in good faith and for information purposes only and are subject to the terms and conditions set out below.

The full terms and conditions of the Proposals are set out in the formal Scheme documentation posted to (or to be posted to), amongst others, Alterian's shareholders ("Scheme Documentation"). In considering the Proposals, Alterian's shareholders (or their proxies, nominees, representatives or agents) should only rely on the information contained, and procedures described, in the formal Scheme Documentation.

No statement in the materials contained on this Micro-Site shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or Alterian except where otherwise stated. No person has been authorised to make any representations on behalf of the Company or Alterian concerning the Proposals which are inconsistent with the statements contained in materials on this Micro-Site and any such representations, if made, may not be relied upon as having been so authorised.

Access to the Micro-Site
If you would like to view the Micro-Site, please read this notice carefully. This notice applies to all persons who view the Micro-Site and, depending on where you are located, may affect your rights or responsibilities. The Company reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Micro-Site. In addition, the contents of the Micro-Site may be amended at any time in whole or in part at the sole discretion of the Company.

Non-UK Persons
The materials on this Micro-Site have been prepared in connection with the Proposals pursuant to and for the purposes of complying with the laws of England and Wales and the City Code on Takeovers and Mergers. The information disclosed therein may not be the same as that which would have been disclosed if the materials had been prepared in accordance with the laws of any other jurisdiction. Nothing in the materials contained on this Micro-Site should be relied on for any other purpose.

As a consequence of legal restrictions, the release, publication or distribution of materials contained on the Micro-Site in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view the Micro-Site must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the Micro-Site or parts of it illegal, whether or not subject to making certain notifications or taking other action, you should not view the Micro-Site.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the Micro-Site. Neither the Company nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.
You should not forward, transmit or show the materials contained on the Micro-Site to any person.

Nothing on, or which can be accessed from, the Micro-Site constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Scheme in any jurisdiction in which such offer or solicitation is unlawful.

Forward Looking Statements
The materials contained on this Micro-Site may contain statements that are or may be forward looking statements. All statements other than statements of historical facts included in the materials may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”, “goal” or “strategy” or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Alterian’s or the Company’s operations and potential synergies resulting from the Proposals; and (iii) the effects of government regulation on Alterian’s or the Company's business. These statements are based on assumptions and assessments made by the boards of the Company and/or Alterian in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements. Although the Company and Alterian believe that the expectations reflected in such forward looking statements are reasonable, the Company and Alterian can give no assurance that such expectations will prove to have been correct and the Company and Alterian therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of the original publication of such statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the materials on this Micro-Site.

Responsibility
In relation to any materials contained on the Micro-Site, the only responsibility accepted by the directors of the Company ("Responsible Persons") is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.

The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-Site and not for any other information on the website which you may visit on leaving the Micro-Site.

None of the Responsible Persons, the Company or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The materials included on the Micro-Site speak only at the specified date of the relevant document, announcement or information and the Company has, and accepts, no responsibility or duty to update such materials (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE MATERIALS MAY NOT BE ACCESSED EITHER IN WHOLE OR IN PART BY ANY PERSON IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

You may only access the Micro-Site if you are able to provide the below confirmations. If you are resident or located in any jurisdiction into which distribution of these materials would constitute a violation of the relevant laws of such jurisdiction, you must click on the relevant box below in order to exit the Micro-Site.

If you are not resident or located in a jurisdiction that renders accessing the Micro-Site or parts thereof illegal and are able to give the confirmations set out below, please click on "CONFIRM".

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