SDL PLC AGM Proxy Voting Results 2011

Proxy Voting Results for the Annual General Meeting
held on Wednesday 20th April 2011

Number of cards (shareholders) at meeting date	192

Issued share capital at meeting date	78,547,746

Number of votes per share	1

Resolution (No. as noted on proxy form)	Shares For	Shares Discretionary	Shares Against	Shares Marked As Votes Withheld / Abstentions	Poll Yes/No
1. To receive and consider the Report of the Directors and the Accounts for the year ended 31 December 2010	60,892,841	6,379	319,277	188,940	No
2. To declare a final dividend for the year ended 31 December 2010 fo 5.5p per ordinary share	61,390,051	5,916	11,470	0	No
3. To receive the Directors’ Remuneration Report	37,292,159	6,379	21,098,283	3,010,615
4. To re-elect John Matthews as a non-executive director	59,534,674	5,796	1,041,816	825,150	No
5. To re-elect Chris Batterham as a non-executive director	59,786,274	5,796	790,216	825,150	No
6. To re-elect Joe Campbell as a non-executive director	59,196,946	5,796	2,204,545	150	No
7. To re-elect John Hunter as a director	60,565,835	11,313	830,139	150	No
8. To appoint KPMG Audit Plc as auditors	61,004,047	5,796	397,594	0	No
9. To authorise the directors to determine the auditor’s remuneration	60,892,723	11,350	491,894	11,470	No
10. To authorise the directors to allot securities in terms of Section 551 Companies Act 2006	55,393,268	10,154	5,907,910	96,104	No
11. To authorise the directors to allot equity securities in terms of Section 570 Companies Act 2006	61,393,364	10,154	3,882	37	No
12. To authorise the adoption of the SDL Long Term Share Incentive Plan (2011)	60,599,701	5,333	551,024	251,378	No
13. To authorise the calling of a general meeting by notice of at least 14 days	59,834,613	4,037	1,557,317	11,470	No