SDL Sdl Plc

    FORM SAR 5

Lodge with an RIS and Newstrack, if appropriate, and the Takeover Panel. A copy
must also be sent to the company the shares of which are sold.

Date of disclosure: 23rd February

     DISCLOSURE UNDER NOTE 3 ON RULE 5 OF THE RULES GOVERNING SUBSTANTIAL      
                        ACQUISITIONS OF SHARES ("SARs")                        

Date of sale: 16th February

Sale of SDL (name of company)

(1) Class of voting shares  Number of shares/rights    If rights over shares   
(eg ordinary shares):       over shares sold:          sold, as opposed to the 
                                                       shares themselves,      
Ord 1p                      Shares: 100,000            specify nature of       
                                                       rights:                 
                            Rights:                                            

(2) Resultant total        Resultant total holding of  Total percentage:       
holding of voting shares   rights over shares (and %                           
(and % of total voting     of total voting shares in   (%)                     
shares in issue):          issue):                                             
                                                                               
8,883,244                  (%)                                                 
                                                                               
15.88                                                                          

 3. Party making disclosure:
   
Framlington Investment Management

(4) (a) Name of person selling shares or rights over shares and, if different,
beneficial owner:

As Above

(b) any other persons acting by agreement or understanding:

Signed, for and on behalf of the party named in (3) above:

(Also print name of signatory):

Bill Kennedy

Telephone and extension number:

0207-330-6516

Note: The resultant total percentage holding of voting shares and rights over
shared is to be calculated by reference to the percentage held and in issue
outside treasury

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs. If in doubt, contact the Panel on Takeovers and Mergers, Monitoring
Section, Tel. No: 020 7638 0129. Email: monitoring@disclosure.org.uk



END

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