Aptitude Software Group PLC — Proxy Solicitation & Information Statement 2013

Mar 8, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, auditor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in Microgen plc, please send this document, together with the accompanying form of proxy and annual report, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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microgen plc

Dear Shareholder

ANNUAL GENERAL MEETING

Set out in this letter, on pages 4 to 6, is a formal notice of the Annual General Meeting of Microgen plc to be held on Monday 13 May 2013 at 9.00 am at Old Change House, 128 Queen Victoria Street, London, EC4V 4BJ. The purpose of this letter is for the Board to explain to you the resolutions numbered 4 and 5 which are proposed in the notice of Annual General Meeting as ordinary business, as well as explaining resolutions 8 to 12 which are proposed in such notice as special business.

Re-election of Directors (Resolutions 4 and 5)

The Articles of Association of the Company require that any Director who has not been re-appointed at one of the preceding two annual general meetings of the Company retires and stands for re-election. As indicated in the Company's 2012 Annual Report, Martyn Ratcliffe and Peter Bertram are retiring by rotation this year.

The Board recommends the re-appointment of Martyn Ratcliffe. Mr Ratcliffe was first appointed Chairman of the Board in July 1998 at the time of his original investment in Microgen. Mr Ratcliffe is also Executive Chairman of Sagentia Group plc and RM plc. The Board has asked Mr Ratcliffe to continue in his role as director and Chairman of the Board.

The Board recommends the re-appointment of Peter Bertram, who was appointed to the Board on 3 October 2006 as non-executive director of the Company. The Board believes that Mr Bertram continues to be an effective and independent member of the Board and demonstrates commitment to his role as a non-executive director and in his capacity as Senior Independent non-executive director and as Chairman of the Audit Committee.

The Board has therefore asked Martyn Ratcliffe and Peter Bertram to continue in office and accordingly the Board recommends their re-appointment at the forthcoming Annual General Meeting.

Allotment of Securities (Resolution 8)

The Association of British Insurers ('ABI') guidelines state that ABI members will permit, and treat as routine, a request for authorisation to allot up to one-third of the existing issued share capital of the Company, together with the number of shares required to be allotted in respect of share incentive schemes.

Accordingly, under Resolution 8, the Directors are seeking authority to allot ordinary shares and other equity securities up to an aggregate nominal amount of £1,359,697.50 without the prior consent of Shareholders in order to replace the authority given at the 2012 Annual General Meeting of the Company. This is equivalent to one-third of the issued ordinary share capital of the Company as at 5 March 2013.

The Company has no present intention of allotting new shares (other than in connection with the Company's share incentive schemes). The Directors consider it desirable to have sufficient authority in place, as permitted by corporate governance guidelines, to respond to market developments and to enable allotments to take place in a timely manner, should such a situation arise.

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The authority sought in resolution 8 will be proposed as an ordinary resolution and will expire at the conclusion of the next Annual General Meeting in 2014 or on 31 May 2014, whichever is the earlier.

Disapplication of Pre-Emption Rights (Resolution 9)

A special resolution is proposed to grant the Directors a new authority to allot equity securities for cash without first being required to offer such securities to existing Shareholders in proportion to their existing shareholdings, other than by way of a rights issue or in connection with a pre-emptive offer, up to an aggregate nominal amount of £203,954.63, being equal to 5% of the issued ordinary share capital of the Company as at 5 March 2013 amounting to 4,079,093 ordinary shares. This resolution complies with the ABI and Pre-emption Group guidelines.

In line with the Pre-emption Group's Statement of Principles, the Directors do not intend to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company within a rolling three-year period without prior consultation with Shareholders.

The authority sought in resolution 9 will expire at the conclusion of the next Annual General Meeting in 2014 or on 31 May 2014, whichever is the earlier.

Purchase of Own Shares (Resolution 10)

It is proposed that the authority to enable the Company to make purchases of its own shares should be renewed until the next Annual General Meeting in 2014. The special resolution proposed would enable the Company to make purchases on the London Stock Exchange limited to 8,158,185 shares (equivalent to 10 per cent. of its issued share capital as at 5 March 2013), at, or between, the minimum and maximum prices specified in the resolution. Any shares purchased by the Company pursuant to this resolution may be immediately cancelled or held in treasury. Under the Companies Act 2006, the Company is allowed to hold its own shares in treasury following a buy-back, instead of cancelling them. Such shares may be resold for cash or used to satisfy share options but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury.

However, it should not be assumed that the Board will exercise any or all of this proposed authorisation. This power would be used only after careful consideration by the Directors, having taken into account market conditions prevailing at that time, the investment needs of the Company and its overall financial position. The Directors would exercise the proposed authority to purchase ordinary shares only if they considered it to be in the best interests of Shareholders and if the purchases could be reasonably expected to result in an increase in earnings per share.

As at 5 March 2013, options were outstanding to subscribe for 2,518,812 ordinary shares, representing 3.09 per cent of the issued share capital of the Company. The proportion of issued share capital represented by such share options would increase to 3.43 per cent if the full authority to purchase shares (existing and sought) is utilised by the Directors. There are no warrants outstanding and no treasury shares in issue.

The authority sought at the Annual General Meeting will expire at the conclusion of the Annual General Meeting in 2014 or on 31 May 2014, whichever is the earlier.

Notice of Meetings (Resolution 11)

Under the Shareholders' Rights Regulations, the prescribed notice period for general meetings of a company is 21 days unless certain requirements are satisfied including that a special resolution of Shareholders is passed to allow notice of meetings to be given by way of 14 days clear notice. At the Annual General Meeting of the Company held in 2012 authority was granted by Shareholders to allow a shorter notice of 14 clear days. The Directors believe it is in the best interests of the Shareholders to retain the flexibility of a shorter notice period and intend to renew this authority at the Annual General Meeting by proposing a special resolution to allow notice of meetings to be given by way of 14 days clear notice. It is intended by the Directors that a shorter notice period will be used where the flexibility is merited by the business of the meeting, where the matter is time sensitive and where it is thought to be to the advantage of Shareholders. The approval will be effective until the Company's Annual General Meeting in 2014, when a resolution will be proposed to renew the authority. In order to be able to call a general meeting on less than 21 clear days'

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notice, the Company must make a means of electronic voting available to all Shareholders at the time of calling the General Meeting.

Declaration of a Special Dividend (Resolution 12)

The Company's balance sheet remains strong and, together with its subsidiaries, the Company had cash at 31 December 2012 of £32.1 million. As a result of this financial position and in addition to the final ordinary dividend, the Board proposes, conditional upon Shareholder approval, the payment of a special dividend. If approved by Shareholders, the special dividend will be paid at the same time as the final ordinary dividend for the year ended 31 December 2012.

The Directors are recommending a special dividend which will return to Shareholders a total of £4.2 million, by way of a cash dividend of 5.2 pence for each ordinary share. If Shareholders approve the resolution, which will be proposed as an ordinary resolution, the special dividend will be paid to Shareholders who are on the register of Members of the Company as at 26 April 2013 and the date of payment of the special dividend will be 28 May 2013. If Shareholders do not approve Resolution 12 the special dividend will not be paid. Assuming Resolution 3 is passed the final ordinary dividend stated in such Resolution will still be paid even if the special dividend is not approved by Shareholders.

If you would like to vote on the resolutions in the Notice but cannot come to the Meeting, please complete the accompanying Form of Proxy sent to you with the Notice and return it to Capita Registrars as soon as possible and such that they can receive it no later than 9.00 am on Thursday 9 May 2013. Alternatively, you can vote online at www.capitashareportal.com such online vote to be made no later than 9.00 am on Thursday 9 May 2013.

Recommendation

The Directors believe that the adoption of all the resolutions to be put to the Meeting are in the best interests of the Company and its Shareholders and are most likely to promote the success of the Company for the benefit of Shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the Resolutions to be proposed at the Annual General Meeting, as they themselves intend to do in respect of their own beneficial shareholdings which in aggregate amount to a total of 5,615,546 ordinary shares, representing approximately 6.88 per cent. of the existing issued ordinary share capital of the Company as at 5 March 2013, being the latest practicable date prior to publication of this letter containing the Notice of Meeting.

By order of the Board

Microgen plc

6 March 2013

Registered Office: Old Change House, 128 Queen Victoria Street, London, EC4V 4BJ. Registered in England Number: 1602662

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Notice of meeting

microgen plc

(Incorporated in England and Wales under the Companies Acts 1948 to 1980 with number 1602662)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Microgen plc will be held at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ on Monday 13 May 2013 at 9.00 am (or at any adjournment thereof) for the following purposes:

To consider and, if thought fit, to pass the following resolutions numbered 1 to 7 which will be proposed as ordinary resolutions:

Ordinary Business

1. To receive and to adopt the Company's financial statements for the year ended 31 December 2012 together with the reports of the Directors and auditors.
2. To approve the Report of the Directors on Remuneration for the year ended 31 December 2012.
3. To declare a final dividend of 2.2p per ordinary share for the year ended 31 December 2012.
4. To re-appoint Martyn Ratcliffe, who retires by rotation, as a Director of the Company.
5. To re-appoint Peter Bertram, who retires by rotation, as a Director of the Company.
6. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company until the next general meeting at which accounts are to be laid.
7. To authorise the Audit Committee of the Board to agree the auditors' remuneration.

Special Business

To consider and, if thought fit, to pass the following resolutions of which resolutions numbered 8 and 12 will be proposed as an ordinary resolution and resolutions numbered 9, 10 and 11 shall each be proposed as a special resolution:

1. Allotment of Securities

That:

(a) the Directors be and are hereby generally and unconditionally authorised pursuant to, and in accordance with, Section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company up to a maximum aggregate nominal amount of £1,359,697.50;
(b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company in 2014 or, if earlier, on 31 May 2014 unless previously revoked or varied by the Company; and
(c) the Company may, before this authority expires, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after it expires and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of such offer or agreement as if this authority had not expired.

1. Disapplication of Pre-Emption Rights

That:

(a) the Directors be given power:

(i) (subject to the passing of resolution 8 set out in this Notice) to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) for cash pursuant to the authority conferred on them by resolution 8 set out in this Notice under Section 551 of the Companies Act 2006; and

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(ii) to allot equity securities (as defined in Section 560(3) of the Companies Act 2006) for cash,

in either case as if Section 561(1) of the Companies Act 2006 did not apply to the allotment but this power shall be limited:

(A) to the allotment of equity securities in connection with an offer or issue of equity securities to or in favour of:

I. holders of shares in proportion (as nearly as may be practicable) to their existing holdings; and

II. holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and

(B) to the allotment of equity securities (otherwise than under (A) above) up to a maximum nominal amount of £203,954.63;

(b) this power shall expire at the conclusion of the next Annual General Meeting of the Company in 2014 or, if earlier, on 31 May 2014; and

(c) the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

1. Purchase of Own Shares

That:

the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of such Act) of ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") on such terms as the Directors think fit provided that:

(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is limited to 8,158,185 Ordinary Shares;

(b) the minimum price which may be paid for each Ordinary Share is 5p;

(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade of any Ordinary Share and the highest current bid for an Ordinary Share as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (2273/2003); and

(d) the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting of the Company in 2014 or on 31 May 2014, whichever is earlier (except in relation to the purchase of Ordinary Shares, the contract for which was concluded before such date and which is completed wholly or partly after such date) unless such authority is renewed prior to such time.

1. Notice Period for Meetings

That:

a General Meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

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1. Special Dividend

To declare a special dividend of 5.2p per ordinary share.

By order of the Board

Anjum O'Neill
Company Secretary
6 March 2013

Registered office:
Old Change House
128 Queen Victoria Street
London, EC4V 4BJ

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EXPLANATORY NOTES TO ACCOMPANY AGM NOTICE

A. General Notes

The following notes explain your general rights as a Shareholder and your rights to attend and vote at the AGM or to appoint someone else to vote on your behalf:

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, vote and speak at the Meeting. A member is entitled pursuant to Section 324 of the Companies Act 2006 to appoint (a) proxy(ies), who need not be (a) member(s) to attend, vote and speak on his/her behalf.

2. A Form of Proxy is enclosed and instructions for its use are shown on the form. The appointment of a proxy will not prevent a member from subsequently attending, voting and speaking at the Meeting in person.

3. If you wish, you may register the appointment of a proxy for the Meeting electronically, by contacting the Company's Registrar's website www.capitashareportal.com where full details of the procedures are given. The proxy appointment and instructions must be received by Capital Registrars not less than 48 hours before the time for holding the Meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned meeting) for the taking of the poll at which it is to be used.

4. (a) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service should follow the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

(b) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID: RA10) not less than 48 hours before the time for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST). After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

(c) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST.

(d) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. At the Annual General Meeting of the Company to be held on 13 May 2013 the votes will be taken on a show of hands unless a poll is demanded and the results will be released to the London Stock Exchange and published on the Company's website www.microgen.com.

2. A person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.

3. The statement of the rights of members in relation to the appointment of proxies in paragraphs 1 to 4 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.

4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided that they do not do so in relation to the same shares.

5. Copies of any contract of service, letters of appointment and deeds of indemnity between the Directors and the Company or any of its subsidiaries (or a memorandum of the terms thereof) will be available at the Registered Office of the Company during normal business hours until the conclusion of the Meeting, and at the place of the Meeting from at least 15 minutes prior to the Meeting until its conclusion.

6. The Company, pursuant to the Uncertificated Securities Regulations 2001, specifies that only those Shareholders on the Register of Members as at 6.00 pm on Thursday 9 May 2013 (or, if the Meeting is adjourned, as at 6.00 pm on the day two working days prior to the date of the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the Meeting in respect of the number of shares registered in their names at the time. Changes to entries on the ordinary register after 6.00 pm on Thursday 9 May 2013 (or if this Meeting is adjourned, changes to entries on the Register of Members after 6.00 pm two days prior to the date of any adjourned Meeting) shall be disregarded in determining the right of any person to attend or vote at the Meeting.

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1. Under Section 319A of the 2006 Act, any member attending the Meeting has the right to ask questions in relation to the business of the Meeting. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

2. As at 5 March 2013 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital, and the total number of voting rights, consists of 81,581,850 ordinary shares.

3. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice of Meeting, Form of Proxy or Chairman's letter should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the Company's Annual General Meeting).

4. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006 can be found at www.microgen.com.

B. Taxation

The following summary is intended as a general guide only and is based on current UK tax law and HM Revenue and Customs practice as at the date of this Notice which may change, possibly with retrospective effect. It reflects the rates of income tax that are to be charged in the UK for the tax year 2013/14. It also relates only to certain limited aspects of the UK taxation treatment of the proposed special dividend for Shareholders who are resident in the UK for tax purposes, who are the absolute beneficial owners of their ordinary shares, who acquired their shares in connection with any office or employment and who hold them as investments. Shareholders who are in any doubt about their tax position, or who are subject to tax in any jurisdictions other than the UK, should take appropriate independent advice without delay in the relevant jurisdiction.

1. Individual Shareholders within the charge to UK income tax: An individual Shareholder who is an individual resident or ordinarily resident in the UK should generally be entitled to a tax credit equal to one-ninth of the special dividend he or she receives. The special dividend received plus the related tax credit (the 'gross dividend') will be part of the individual shareholder's total income for UK income tax purposes and will be regarded as the top slice of that income. However, in calculating the individual shareholder's liability to income tax in respect of the gross dividend, the tax credit (which equates to 10% of the gross dividend) is set off against the tax chargeable on the gross dividend.

2. Basic rate taxpayers: In the case of a Shareholder who is liable to income tax at the basic rate, the Shareholder will be subject to tax on the gross dividend at the rate of 10%. The tax credit will therefore satisfy in full the Shareholder's liability to income tax on the gross dividend.

3. Higher rate taxpayers: To the extent that the gross dividend falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax, the Shareholder will be subject to tax on the gross dividend at the rate of 32.5%. This means that the tax credit will satisfy only part of the Shareholder's liability to income tax on the gross dividend, so that to that extent the Shareholder will have to account for income tax equal to 22.5% of the gross dividend (which equates to approximately 25% of the dividend received).

4. Additional rate taxpayers: To the extent that the gross dividend falls above the threshold for the additional rate of income tax, the Shareholder will be subject to tax on the gross dividend at the rate of 37.5%. This means that the tax credit will satisfy only part of the Shareholder's liability to income tax on the gross dividend, so that to that extent the Shareholder will have to account for income tax equal to 27.5% of the gross dividend (which equates to approximately 30.6% of the dividend received).

5. Corporate shareholders within the charge to UK corporation tax: Shareholders within the charge to UK corporation tax and which are 'small companies' (for the purposes of UK taxation of dividends) will not generally be subject to tax on dividends from the Company. Other shareholders within the charge to UK corporation tax will not be subject to tax on dividends from the Company so long as the dividends fall within an exempt class and certain conditions are met.

6. No payment of tax credit/withholding: UK resident taxpayers who are not liable to UK tax on dividends from the Company (whether an individual or a company) will not be entitled to claim payment of the tax credit in respect of those dividends. There is currently no UK withholding tax on dividends.