Exhibit 11.1

Sopheon plc

Code of ethics

Sopheon plc and its
directors have committed to conduct business throughout the world in accordance
with the highest ethical standards. This Code sets out the principles to which
all directors and officers of the Company are expected to adhere and advocate in
meeting these standards. The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to the Company, the public and
other stakeholders.

Conflicts of interest

Company directors and
officers have an obligation to promote the best interests of the Company at all
times. They should avoid any action which may involve a conflict of interest
with the Company. Directors should not have any undisclosed, unapproved
financial or other business relationships with suppliers, customers or
competitors that might impair the independence of any judgement they may need to
make on behalf of the Company. Conflicts of interest would also arise if a
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the Company.

Where conflicts of
interest arise, directors and officers must provide full disclosure of the
circumstances and stand back from any related decision-making process.

Directors and officers
must also avoid apparent conflicts of interest, which occur where a reasonable
observer might assume there is a conflict of interest and, therefore, a loss of
objectivity in their dealings on behalf of the Company.

Compliance with laws

Directors and officers
of the Company must respect and follow the laws and regulations of the
municipalities and countries in which the Company conducts business.

If a law conflicts with
the policy in this Code, you must comply with the law; however, if a local
custom or policy conflicts with the Code, you must comply with the Code.

Disclosure

As a listed company,
the Company has an obligation to comply with the rules relating to disclosure of
material and price sensitive information under the relevant UK and US
legislation and the rules and guidance of AIM and Euronext.

In accordance with our
disclosure obligations, financial communications and reports will be delivered
in a manner that facilitates the highest degree of clarity of content and
meaning so that readers and users will be able to quickly and accurately
determine their significance and consequence.

Furthermore, any
director or officer in possession of material information must not disclose such
information before its public disclosure and must take steps to ensure that the
Company complies with its timely disclosure obligations.

Compliance with code of
ethics

If a director or
officer has knowledge, or are suspicious, of any non-compliance with any section
of this Code or are concerned whether circumstances could lead to a violation of
this Code, they should discuss the situation with the audit committee of the
Company.

Any waiver of this Code
for directors or officers may be made only by the audit committee and will be
promptly disclosed as required by law.

Accountability for
adherence to the Code

All directors and
officers are responsible for abiding by this Code. This includes individuals
responsible for the failure to exercise proper supervision and to detect and
report a violation by their subordinates. Discipline may, when appropriate,
include dismissal.