Aptitude Software Group PLC — Proxy Solicitation & Information Statement 2015

Feb 25, 2015

ATTENDANCE CARD

MICROGEN plc – GENERAL MEETING

for the approval of the B/C Share Scheme

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.

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 initialed. 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 appointee 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 1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, not later than 10.30 am on Monday 16 March 2015.

To be held at: Old Change House, 128 Queen Victoria Street, London EC4V 4BJ at 10.30 am on Wednesday 18 March 2015

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:

FORM OF PROXY

MICROGEN plc – GENERAL MEETING

Bar Code:

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 General Meeting of the Company to be held at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ on Wednesday 18 March 2015 at 10.30 am or at any adjournment thereof as directed below.

RESOLUTIONS

Please mark ‘X’ to indicate how you wish to vote

| Resolution No 1 | To approve changes to the Articles, to capitalise reserves and to allot securities for the B/C Share Scheme | For
Against
Vote Withheld |
| --- | --- | --- |
| Resolution No 2 | To authorise directors to allot securities generally | |
| Resolution No 3 | To disapply pre-emption rights within the stated limits | |
| Resolution No 4 | To authorise the purchase of the Company's own shares | |

Signature

Date

Millnet Limited (9165-02)

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Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF