| Date | of the Offer Document | +----------------+-----------------------------------------------+ | Form of | the form of acceptance and authority relating | | Acceptance | to the Offer which will accompany the Offer | | | Document for use by Shareholders in | | | connection with the Offer | +----------------+-----------------------------------------------+ | General | the extraordinary general meeting of SDI | | Meeting | (including any adjournment of that meeting), | | | notice of which will be contained in the | | | Offer Document | +----------------+-----------------------------------------------+ | Independent | Mark McMenemy, Steve Butler and Richard | | Directors | Arkle, being those SDI Directors who are | | | independent in relation to the Offer and who | | | constitute the independent committee of the | | | SDI Board formed to consider the Offer | +----------------+-----------------------------------------------+ | Independent | SDI Shareholders, other than the Management | | Shareholders | Team and any person acting or deemed to be | | | acting in concert with FSU Investments | +----------------+-----------------------------------------------+ | London Stock | London Stock Exchange plc | | Exchange | | +----------------+-----------------------------------------------+ | Management | the arrangements under which the Management | | Arrangements | Team will subscribe for shares in FSU | | | Investments and all other matters relating to | | | their proposed investment in, and | | | relationship with, FSU Investments as | | | described in paragraph 7 of this announcement | +----------------+-----------------------------------------------+ | Management | Gordon Smith, Darcy De Thierry, Paul Mess, | | Team | John Hamilton, Jean-Marc Moulin and Andrea Di | | | Bella each of whom is a SDI Shareholder and | | | each of whom will become shareholders of FSU | | | Investments if the Offer becomes | | | unconditional in all respects. Thomas Otto | | | and John Hattersley, who hold 0.60 per cent. | | | of the SDI Shares, have also indicated that | | | they will sign irrevocable undertakings in | | | the same form as the other members of the | | | Management Team and on doing so will form | | | part of the Management Team | +----------------+-----------------------------------------------+ | Offer | the recommended cash offer (including the | | | Cash Consideration and the Contingent | | | Consideration) made by FSU Investments to | | | acquire all of the SDI Shares on the terms | | | and subject to the conditions to be set out | | | in the Offer Document and (in respect of SDI | | | Shares in certificated form) the Form of | | | Acceptance, including where the context so | | | permits or requires, any subsequent revision, | | | variation, extension or renewal thereof | +----------------+-----------------------------------------------+ | Offer | the document to be sent to SDI Shareholders | | Document | (other than certain Overseas Shareholders) | | | containing and setting out the terms and | | | conditions of the Offer | +----------------+-----------------------------------------------+ | Offer Period | the period commencing on 10 May 2010 and | | | ending on the First Closing Date or, if | | | later, on the date on which the Offer becomes | | | or is declared unconditional as to | | | acceptances or lapses or is withdrawn | +----------------+-----------------------------------------------+ | Offer-Accepted | a SDI Share in respect of which the Offer is | | SDI Share | accepted by the relevant SDI Shareholder | +----------------+-----------------------------------------------+ | Overseas | SDI Shareholders (or nominees of, or | | Shareholders | custodians or trustees for SDI Shareholders) | | | not resident in or citizens of the United | | | Kingdom | +----------------+-----------------------------------------------+ | Panel or | the Panel on Takeovers and Mergers | | Takeover | | | Panel | | +----------------+-----------------------------------------------+ | PEP | Pep Fordertechnik, a member of the SDI Group | +----------------+-----------------------------------------------+ | PEP | has the meaning given to such term in | | Application | paragraph 1(i) of Part III of Appendix A to | | | this announcement | +----------------+-----------------------------------------------+ | Regulations | the Uncertificated Securities Regulations | | | 2001 | +----------------+-----------------------------------------------+ | Resolution | the ordinary resolution to be proposed at the | | | General Meeting for the purposes of approving | | | the Management Agreements as required by Rule | | | 16.2 of the City Code | +----------------+-----------------------------------------------+ | Restricted | any jurisdiction where local laws or | | Jurisdiction | regulations may result in a significant risk | | | of civil, regulatory or criminal exposure if | | | information concerning the Offer is sent or | | | made available to SDI Shareholders in that | | | jurisdiction | +----------------+-----------------------------------------------+ | SDI | SDI Group plc | +----------------+-----------------------------------------------+ | SDI Board or | the directors of SDI, being Mark McMenemy, | | SDI Directors | Steve Butler, Richard Arkle and Gordon Smith | +----------------+-----------------------------------------------+ | SDI Group | SDI and its subsidiary undertakings and where | | | the context permits, each of them | +----------------+-----------------------------------------------+ | SDI | a holder of SDI Shares and SDI Shareholders | | Shareholder | and Shareholders shall be construed | | or | accordingly | | Shareholder | | +----------------+-----------------------------------------------+ | SDI Share | the SDI Executive Share Option Scheme 2009 | | Option Scheme | | +----------------+-----------------------------------------------+ | SDI Share | options granted pursuant to the SDI Share | | Options | Option Schemes | +----------------+-----------------------------------------------+ | SDI Shares | the existing issued or unconditionally | | | allotted and fully paid ordinary shares of | | | 1pence each in the capital of SDI and any | | | further shares which are unconditionally | | | allotted or issued before the date on which | | | the Offer closes (or such earlier date or | | | dates, not being earlier than the date on | | | which the Offer becomes unconditional as to | | | acceptances or, if later, the First Closing | | | Date of the Offer, as FSU Investments may | | | decide) but excluding in both cases any such | | | shares held or which become held in treasury | +----------------+-----------------------------------------------+ | Significant | a direct or indirect interest of 20 per cent. | | Interest | or more of the total voting rights conferred | | | by the equity capital of an undertaking | +----------------+-----------------------------------------------+ | subsidiary, | to be construed in accordance with the | | subsidiary | Companies Act | | undertaking, | | | and | | | undertaking | | +----------------+-----------------------------------------------+ | uncertificated | a share or other security title to which is | | or in | recorded in the relevant register of the | | uncertificated | share or security concerned as being held in | (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)