Aptitude Software Group PLC — Proxy Solicitation & Information Statement 2014

Mar 11, 2014

ATTENDANCE CARD

MICROGEN plc - ANNUAL GENERAL MEETING

You may submit your proxy electronically using The Share Portal service at www.capitashareportal.com. If not already registered for The Share Portal, you will need your Investor Code below.

To be held at: Old Change House, 128 Queen Victoria Street, London EC4V 4BJ on Monday 28 April 2014
If you wish to attend this Meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company. This will facilitate entry to the meeting.

Signature of person attending

---

Barcode:

---

Investor Code:

---

Notes

1. If a Shareholder wishes to appoint as a proxy a person other than the Chairman of the meeting, the name and address of the other person should be inserted in block capitals in the space provided and the words "the Chairman of the Meeting" deleted and initialled. A proxy need not be a Shareholder but must attend the meeting in person. Any alternation or deletion must be signed or initialled.

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. Please indicate with an "X" in the appropriate box how you wish to vote. If you do not do so, and unless otherwise instructed, the proxy will vote or abstain as he thinks fit. The proxy will act at his discretion in relation to any other business arising at the meeting (including any Resolution to amend a Resolution or to adjourn the meeting).

4. In the case of a corporation, this proxy form should be executed as a deed or under the hand of a duly authorised officer or attorney. In all other cases, this proxy form should be signed by the appointor or his attorney duly authorised in writing. The directors may, but shall not be bound to, require evidence of authority of such attorney or such officer. In the case of joint holders, the signature of any one of them shall suffice, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders or their proxies and for this purpose seniority shall be determined by the order in which the names stand in the register of members. The names of all joint holders should be shown.

5. Use of this proxy form does not preclude a Shareholder from attending the meeting and voting in person.

6. To be valid, this proxy form must be lodged together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, at the Company's Registrars, Capita Asset Services PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 9.00 am on Thursday 24 April 2014.

---

FORM OF PROXY

MICROGEN plc - ANNUAL GENERAL MEETING

Barcode:

I/We being (a) holders) of Ordinary Shares of 5p each in the Company hereby appoint the Chairman of the Meeting (see note 1).

Name of Proxy

---

Number of shares proxy appointed over

---

Investor Code:

---

Event Code:

---

as my / our proxy to attend and vote for me / us and on my / our behalf at the Annual General Meeting of the Company to be held at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ on Monday 28 April 2014 at 9.00 am or at any adjournment thereof as directed below.

RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	1st	2nd	3rd	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	2nd	3rd
Ordinary Business					Special Business
Resolution No 1	To receive and adopt the financial statements for the year ended 31 December 2013	☑	☑	☑	Resolution No 9	To authorise directors to allot securities	☑	☑
Resolution No 2	To approve the Directors' Remuneration Report for the year ended 31 December 2013	☑	☑	☑	Resolution No 10	To disapply pre-emption rights within the stated limits	☑	☑
Resolution No 3	To approve the Directors' Remuneration Policy	☑	☑	☑	Resolution No 11	To authorise the purchase of the Company's own shares	☑	☑
Resolution No 4	To declare a final dividend of 2.2p per share	☑	☑	☑	Resolution No 12	To authorise a general meeting being held on 14 clear days notice	☑	☑
Resolution No 5	To re-appoint Ms Vanda Murray OBE, who retires by rotation, as a Director of the Company	☑	☑	☑
Resolution No 6	To re-appoint Mr Peter Whiting, who retires by rotation, as a Director of the Company	☑	☑	☑
Resolution No 7	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	☑	☑	☑
Resolution No 8	To authorise the Audit Committee to agree auditors' remuneration	☑	☑	☑

Signature
Date