Aptitude Software Group PLC — Proxy Solicitation & Information Statement 2018

Mar 28, 2018

ATTENDANCE CARD

MICROGEN plc - ANNUAL GENERAL MEETING 2018

You may submit your proxy electronically using the Share Portal service at www.signalshares.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 23 April 2018 at 9.00 am.

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's registrars. This will facilitate entry to the meeting.

Signature of person attending
[Signature line with handwritten signature]

Barcode:
[Barcode line with handwritten signature]

Investor Code:
[Investor Code line with handwritten signature]

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, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, not later than 9.00 am on Thursday 19 April 2018.

7. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST PXS, 34 Beckenham Road, Beckenham BR3 9ZA. No other address detail is required and please write in BLOCK CAPITALS. Note: delivery using this service can take up to 5 days.

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FORM OF PROXY

MICROGEN plc - ANNUAL GENERAL MEETING 2018

Barcode:

I/We being (a) holders of Ordinary Shares of 6½ pence each in the Company hereby appoint the Chairman of the Meeting (see note 1).

Name of Proxy
[Name line with handwritten signature]

Number of shares proxy appointed over
[Number line with handwritten signature]

Investor Code:
[Investor Code line with handwritten signature]

Event Code:
[Event line with handwritten signature]

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 23 April 2018 at 9.00 am or at any adjournment thereof as directed below.

RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote
Ordinary Resolutions		Special Resolutions
No 1 Receive and adopt the Company's Annual Report and Accounts for the year ended 31 December 2017 together with the reports of the Directors and auditors.	☑ ☑ ☑	No 8 Disapply pre-emption rights under section 561 of the Act within the stated limits.	☑ ☑ ☑
No 2 Approve Part B of the Directors' Remuneration Report for the year ended 31 December 2017.	☑ ☑ ☑	No 9 Disapply pre-emption rights under section 561 of the Act in additional limited circumstances.	☑ ☑ ☑
No 3 Declare a final dividend of 4.25 pence per ordinary share.	☑ ☑ ☑	No 10 Authorise the Company to make market purchases of its own shares pursuant to section 701 of the Act.	☑ ☑ ☑
No 4 Re-elect Philip Wood as a director of the Company.	☑ ☑ ☑	No 11 Authorise the holding of a general meeting (other than an AGM) on not less than 14 clear days' notice.	☑ ☑ ☑
No 5 Re-appoint PricewaterhouseCoopers LLP as auditors of the Company.	☑ ☑ ☑
No 6 Authorise the Audit Committee to agree the auditors' remuneration.	☑ ☑ ☑
No 7 Authorise the Directors to allot securities pursuant to section 551 of the Companies Act 2016 (the "Act").	☑ ☑ ☑

Signature
Date