Directorate Changes and Notice of General Meeting

In-Solve Plc                                  
                         ("In-Solve" or the "Company")                         

               Directorate Changes and Notice of General Meeting               

In-Solve announces the appointment of Jeremy Curnock Cook to the Board of the
Company as a Director and Christopher Stainforth as a Director and Chairman.

The Company would also like to announce that notice has been sent to
Shareholders convening a General Meeting of the Company which will be held at
31 Harley Street, London, W1G 9QS on 27 February 2012 at 9.30am.

HIGHLIGHTS

  * Experienced new Directors plan to focus on opportunities in the medical
    technology and products field.
   
  * Potential international investment and acquisition opportunities have
    already been identified.
   
  * Planned opportunity to consolidate high quality, revenue-generating,
    proprietary medical products in high demand markets.
   
  * Extensive network available to take advantage of global opportunities
    focussed on exploiting relationships with major international corporations
    operating in the field.
   
  * Proposed divestment of all current investments of the Company.
   
Jeremy Curnock Cook commented:

"We believe that there is a huge opportunity to take advantage of our
knowledge, knowhow and contact base in order to execute a `buy and build'
strategy and create an international player in the medical technology and
products field. We are focused on creating a global business that provides
stability and upside while avoiding the uncertainties associated with the
pharmaceuticals sector.

"It is our view that recent large corporate consolidations and scarce venture
capital resources have led to significant under investment in late stage and
commercial products in the small to midsize medical device markets. This has
created a unique opportunity for an organisation with both financial and
operating expertise in the sector to consolidate high quality,
revenue-generating, proprietary medical products in high demand markets."

Directorate Changes

Jeremy Curnock Cook was the former CEO of Rothschild's Bioscience unit which
was responsible for managing multiple funds with over $1bn under management.
Jeremy has been responsible for investments in over 150 companies and founded
International Bioscience Managers Limited in 2001, which managed three funds.
He is also the Managing Director of the IB Managers Pty Ltd, responsible for
the management of the IB Australian Bioscience Fund. Mr. Curnock Cook
previously founded and led the International Biochemicals Group Ltd, a Dublin
based company, and was the former chairman of Biocompatibles International
Limited, which delivered three exits of £70m, £140m and £170m. Mr. Curnock Cook
also created AmpliPhi Biosciences Corporation (a US based company). He has a 40
year track record in the commercialisation of technology in the life science
sector internationally, involving building, re-organising and re-orienting
companies so as to maximise the chances of significant returns to investors.

As well as that of the Company, Mr. Curnock Cook holds or has held the
following directorships or has been a partner in the following partnerships
within the five year period prior to this announcement:

Current Directorships / Partnerships     Past Directorships                    
                                                                               
JLCC Limited                             Biocompatibles International Limited  
                                                                               
International Bioscience Managers        Rosetta Capital Limited               
Limited                                                                        
                                                                               
Excalibur Group Holdings Limited         Q Chip Limited                        
                                                                               
Eacom Timber Corporation (UK branch      Silence Therapeutics plc              
office of a Canadian incorporated                                              
company)                                                                       
                                                                               
                                         Orbis Capital Limited                 
                                                                               
                                         Adprotech Limited                     

Christopher Stainforth has nearly 40 years' experience in advising businesses,
ranging from FTSE100 companies to start-up companies on all aspects of
corporate finance and fundraising. Mr. Stainforth has spent his career in the
City having worked with KPMG, Schroders, UBS Phillips & Drew (where he was
managing director of corporate finance), Guinness Mahon (where he was head of
corporate finance), and Ermgassen & Co Limited, and Durlacher plc (where he was
chief executive). He is currently a senior advisor at Libertas Partners LLP. He
has served as Chairman or senior non-executive director of several quoted
companies including Lombard Medical plc.

As well as that of the Company, Mr. Stainforth holds or has held the following
directorships or has been a partner in the following partnerships within the
five year period prior to this announcement:

Current Directorships / Partnerships     Past Directorships                    
                                                                               
Space and People plc                     The Niche Group plc                   
                                                                               
SNB Partners LLP                         Denfurlong (Consultants) Limited      
                                                                               
Creation Natural Resources plc           Circle Opportunities plc              
                                                                               
Heropreneurs (a charity in England and   Atlas Contracting Limited             
Wales with charity number 1136671)                                             
                                                                               
Union MedTech Limited                    Atlas Contracting (India) Limited     
                                                                               
Twenty10 Fund Management Limited         Saphire Finance LLP                   
                                                                               
                                         Expo24-7.com Limited                  
                                                                               
                                         Aludel Limited                        
                                                                               
                                         Medal Entertainment & Media plc       
                                                                               
                                         Babble.net Group plc                  
                                                                               
                                         Middle East Investments Solutions plc 
                                                                               
                                         Expomedia Group plc                   

Mr. Stainforth was a director of Aludel Limited which was placed into
receivership on 4th August 2004, Media Entertainment & Media plc which was
placed into administration on 26th July 2007 and Expomedia Group plc which were
placed into liquidation on 16th January 2009. Mr. Stainforth was criticised in
1989 by the inspector appointed by the Department of Trade and Industry to
investigate County Natwest's conduct of the Blue Arrow rights issue of 1987.

Following the approval of the Resolutions at the General Meeting, it is
intended that each of Christopher Stainforth and a company controlled by Jeremy
Curnock Cook will be issued warrants to subscribe for 2,285,714 Ordinary Shares
at a price of 3.5p per Ordinary Share during the five year period commencing 3
years after the date of the General Meeting. Exercise of any Warrants will also
be subject to the Company having successfully achieved certain performance
criteria.

The Company would also like to announce that Mr. Russell Darvill has stepped
down from the Board with immediate effect. The Company would like to thank Mr.
Darvill for all of his efforts and would like to wish him success in all of his
future endevours.

Notice of General Meeting

Following a strategic review of the Company's current position and as announced
on 1 February 2012, the Directors believe there are opportunities in the market
that the Company can take advantage of. As such, the Company has appointed
Christopher Stainforth and Jeremy Curnock Cook as Directors of the Company with
effect from 1 February 2012. The New Board of In-Solve is proposing to lead the
Company in a new direction and to change the Company's investment strategy. The
Directors also propose to change the name of the Company to "Union MedTech
plc".

In-Solve would like to announce that notice has been sent to Shareholders
convening a general meeting of the Company which will be held at 9.30am on 27
February 2012 at 31 Harley Street, London, W1G 9QS ("Notice") at which the
following resolutions will be proposed:

Resolution 1, which will be proposed as an ordinary resolution seeks approval
for the proposed New Investment Strategy and is subject to the passing of
Resolutions 2, 3 and 4;

Resolution 2, which will be proposed as a special resolution seeks approval to
change the name of the Company to Union Medtech plc and is subject to the
passing of Resolution 1;

Resolution 3, which will be proposed as an ordinary resolution, seeks approval
to increase the general authority of the Directors to issue equity securities
in the capital of the Company up to an aggregate nominal amount of £400,000;

Resolution 4, which will be proposed as a special resolution and is subject to
the passing of resolution 3, seeks to grant the Directors the power to disapply
statutory pre-emption rights over certain equity securities up to an aggregate
nominal amount of £200,000;

Resolution 5, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company.

A copy of the Notice and form of Proxy are available on the PLUS website:

http://www.plus-sx.com/companies/plusCompanyDetail.html?securityId=100681

The letter from Jonathan Bradley-Hoare, Director of the Company which is
included in the Notice of the general meeting is set out below. Save where
capitalised terms are expressly defined in this announcement, all words and
phrases defined in the Circular shall have the same meaning when used in this
announcement, except where the context otherwise requires.

The Directors of the issuer accept responsibility for this announcement.

                                   --ENDS--                                    

Enquiries:

IN-SOLVE PLC
Jonathan Bradley-Hoare
[phone]

RIVINGTON STREET CORPORATE FINANCE
Fungai Ndoro/ Eran Zucker
[phone]

BISHOPSGATE COMMUNICATIONS
Nick Rome/Shabnam Bashir
[phone]

The following information has been extracted without material adjustment from
the Notice:

Dear Shareholders,

Introduction

On 1 February 2012 the Company announced the appointment of Jeremy Curnock Cook
and Christopher Stainforth as Directors of the Company and the resignation of
Russell Darvill. The purpose of this letter is to provide you with the
background to and the reasons for the board appointments, the adoption of a the
New Investment Strategy, the change of the Company's name and the adoption of
New Articles of the Company, the intention to sell its Existing Investments and
to explain why the Directors consider these proposals to be in the best
interests of the Company and the Shareholders as a whole and why they recommend
that you should vote in favour of the Resolutions to be proposed at the General
Meeting.

Following a strategic review of the Company's current position and as announced
on 1 February 2012, the Directors believe there are opportunities in the market
that the Company can take advantage of. As such, the Company has appointed
Christopher Stainforth and Jeremy Curnock Cook as Directors of the Company with
effect from 1 February 2012. The New Board of In-Solve is proposing to lead the
Company in a new direction and to change the Company's investment strategy. The
Directors also propose to change the name of the Company to "Union MedTech
plc".

Directors

The appointment of Jeremy Curnock Cook and Christopher Stainforth brings to the
Board corporate finance and investment skills and expertise together with
relationships and contacts developed over many years with the specialist
investment community and major international corporations operating in the
medical technology sector.

Jeremy Curnock Cook was the former CEO of Rothschild's Bioscience unit which
was responsible for managing multiple funds with over $1bn under management.
Jeremy has been responsible for investments in over 150 companies and founded
International Bioscience Managers Limited in 2001, which managed three funds.
He is also the Managing Director of the IB Managers Pty Ltd, responsible for
the management of the IB Australian Bioscience Fund. Mr. Curnock Cook
previously founded and led the International Biochemicals Group Ltd, a Dublin
based company, and was the former chairman of Biocompatibles International
Limited, which delivered three exits of £70m, £140m and £170m. Mr. Curnock Cook
also created AmpliPhi Biosciences Corporation (a US based company). He has a 40
year track record in the commercialisation of technology in the life science
sector internationally, involving building, re-organising and re-orienting
companies so as to maximise the chances of significant returns to investors.

Christopher Stainforth has nearly 40 years' experience in advising businesses,
ranging from FTSE100 companies to start-up companies on all aspects of
corporate finance and fundraising. Mr. Stainforth has spent his career in the
City having worked with KPMG, Schroders, UBS Phillips & Drew (where he was
managing director of corporate finance), Guinness Mahon (where he was head of
corporate finance), and Ermgassen & Co Limited, and Durlacher plc (where he was
chief executive). He is currently a senior advisor at Libertas Partners LLP. He
has served as Chairman or senior non-executive director of several quoted
companies including Lombard Medical plc. Mr Stainforth was criticized in 1989
by the inspector appointed by the department of Trade and Industry to
investigate County Natwest's conduct of the Blue Arrow rights issue of 1987.

Jonathan Bradley-Hoare established his own accountancy practice, Welbeck
Associates Limited in 2005 and is closely involved with a number of AIM listed
companies where he is responsible for the financial reporting issues and acts
as Company Secretary. Jonathan has also been appointed Financial Controller to
several AIM listed companies

Proposals

The Directors now believe that the Company should focus on the medical
technology sector. It is therefore the intention of the Board to propose a
change in the investment strategy of the Company to enable it to take advantage
of initiatives available in the medical technology area outside the area of
pharmaceuticals. The Board therefore proposed to seek shareholders approval for
the following steps:

 1. the adoption of a New Investment Strategy (Resolution 1);
   
 2. a change of name to Union MedTech plc (Resolution 2);
   
 3. authority to issue shares and disapplication of pre-emption rights
    (Resolutions 3 and 4);
   
 4. adoption of new Articles of Association (Resolution 5)
   
New Investment Strategy (Resolution 1)

In-Solve Plc is currently classified as an Investment Vehicle under the PLUS
Rules. The Board is seeking approval from Shareholders to approve the adoption
of a New Investment Policy.

Recent large corporate consolidations and scarce venture capital resources have
led to significant under investment in late stage and commercial products in
the small to midsize medical device markets. This has created a unique
opportunity for an organisation with both financial and operating expertise in
the sector to consolidate high quality, revenue-generating, proprietary medical
products in high demand markets.

The Board therefore considers that the opportunity exists to create an
initiative in the medical technology arena outside the area of pharmaceuticals,
focused on bringing together a skilled and experienced team to match the
investment and acquisition opportunities that the Board has identified
internationally, with a view to building a successful operating company that
will deliver above average returns to shareholders. The Company would generally
seek to own 100% of its investee companies and seek to use its shares as
acquisition currency. The Company intends to take a hands on and active
approach to its investee companies, adding value through its contacts skills
and experience.  

The New Directors have identified, from their longstanding international
contracts already operating in the medical technology sector, a number of
individuals whose expertise can be harnessed for the benefit of the Company.
Those individuals will complement the varied expertise of the New Directors in
evaluating and developing the business of target companies.

Accordingly The Board believes that it is ideally positioned to execute a `buy
and build' strategy and create a major international group operating in the
medical technology arena which will ultimately be attractive for acquisition.

The Directors do not intend to limit the number or the geographic locations of
projects in which the Company may be involved and although there will be
particular focus on opportunities in developing countries, the Directors may
consider suitable opportunities elsewhere. The Company may enter into joint
ventures, use convertible instruments, issue shares or cash, acquire existing
companies or use other instruments as the Directors deem appropriate.

Should the New Investment Strategy not be approved by Shareholders at the
General Meeting, the Directors will have to consider winding up the Company and
seeking cancellation of the Company's trading facility on PLUS.

Resolution 1 in the Notice deals with the approval of the New Investment
Strategy.

As part of the process of refocusing the strategy of the business, the Company
would like to inform Shareholders that the Board will be, overtime, looking to
dispose of its current investments. The Company currently holds investments in
the following companies:

Wilton Petroleum Limited

The investment in Wilton, which represents 6.55% of Wilton's equity, was
acquired in 2008 and was substantially provided for in the Company's account
that year. Wilton is an unquoted hydrocarbon exploration company, whose main
asset is an interest in an exploration block in the north-west part on mainland
Madagascar, designated as the Maravoay Block 2102. In July 2010 Ophir Energy
Plc ("Ophir") entered into an agreement with Wilton to acquire an 80% interest
in Block 2102 and Operatorship of a Production Sharing contract.

Wilton has undertaken an initial prospectivity assessment of the block that
included reprocessing of legacy seismic data, extensive field studies and
sample analysis. A revised geological model has been developed, which has
potentially significant implications for the prospectivity of the basin. Under
the terms of the farm in agreement entered into with Ophir, Ophir will fund 100
per cent of the cost incurred during the first exploration phase (carrying
Wilton's 20 per cent interest) and will also carry Wilton's share of costs
during the second exploration phase and the third exploration phase, subject to
certain agreed caps.

The Directors understand that Ophir has indicated that it will exercise its
option to acquire the 80% interest in Block 2102 in accordance with the terms
of the Production Sharing contract.  The Directors believe that following such
exercise, Ophir intends to farm out the drilling this year and commence
drilling. 

The Company has received indication that there is a potential bidder, whom the
Directors consider to be serious, interested in purchasing the Company's shares
in Wilton.

Further information on Wilton can be found on the following website:

http://www.wiltonpetroleum.com/index.htm

Metroelectric plc

Metroelectric Plc is a company established to make acquisitions in the field of
electric vehicle technology and distribution. The directors of Metroelectric
are looking to grow this company both organically and by further acquisition.
In the final quarter of 2009, the Company was involved in the financing of an
acquisition of the Powerbyke business, a well established supplier of electric
powered bicycles to the UK market, by Powerbyke Acquisition Limited, which was
subsequently acquired by Metroelectic, a PLUS quoted company. Following the
acquisition, the Company was issued with 12,500,000 shares in Metroelectric,
representing 2.6% of its equity and in addition the Company invested £70,000 in
a new 12% Convertible Loan Notes redeemable in December 2012, and convertible
into new ordinary shares of Metroelectric at a price of 1.50p per share, issued
by Metroelectric in March 2010.

Further information on Metroelectric can be found on the following website:

http://www.plus-sx.com/companies/plusCompanyDetail.html?securityId=100313

Change of Name (Resolution 2)

As part of the New Investment Strategy proposed by the Company, the Directors
intend to change the name of the Company to Union MedTech plc. Resolution 2
will be proposed for the purposes of obtaining shareholder approval for the
proposed new name.

Authority to allot shares and disapplication of pre-emption rights (Resolutions
3 and 4)

In order to enable the Company to implement the New Investment Strategy as
described above, it will need to issue further equity capital to provide
additional working capital. In view of the modest capital base of the Company,
Resolution 3 seeks general authority for the Directors to allot shares up to a
nominal value of £400,000.

Section 561 of the 2006 Act contains pre-emption rights that require all equity
shares which it is proposed to allot for cash to be offered to existing
shareholders in proportion to existing shareholdings, unless a special
resolution is passed to disapply such rights. Such rights do not apply to an
issue other than for cash, such as an issue in consideration of an acquisition.
The Directors believe that these requirements are too restrictive and it is
proposed, in Resolution 4, that the Directors should be able to allot shares
amounting to an aggregate nominal amount of £200,000 other than on a
pre-emptive basis.

In each case, the authority conferred shall expire fifteen months after the
passing of this resolution or at the conclusion of the next General Meeting of
the Company following the passing of this resolution, whichever occurs first.
The New Directors intend to raise additional funds for the Company following
General Meeting subject to the resolutions being approved by Shareholders.

Subject to the passing of Resolutions 3 and 4 at the General Meeting it is
intended to issue to each of Christopher Stainforth and a company controlled by
Jeremy Curnock Cook warrants to subscribe for 2,285,714 Ordinary Shares at a
price of 3.5p per Ordinary Share during the five year period commencing 3 years
after the date of the General Meeting. Exercise of any Warrants will also be
subject to the Company having successfully achieved certain performance
criteria.

It will also be the intention of the Board to expect to put in place a share
option scheme or other arrangements to incentivize the senior executive team,
in respect of not more than 10% of the Company's issued share capital, at the
appropriate time.

Adoption of New Articles (Resolution 5)

The New Articles have been updated to incorporate changes introduced by the
Act. On 1st October 2009, all the provisions of the memorandum of association
of the Company other than the subscription clause, including the objects clause
and share capital clause became incorporated into the Company's Articles,
pursuant to the Act. Companies incorporated under the Act will not, unless
special provision is made have any objects clause (their activities being
unrestricted) or any limitation on the number of shares they may issue, and the
prevailing market practice is for companies incorporated prior to the
introduction of the Act to follow suit. Notwithstanding that the share capital
is unlimited; the Directors cannot allot any shares without authority from the
shareholders to do so. The proposed resolution therefore deletes from the
Articles all the provisions carried over from the memorandum of association,
except those provisions setting out the name of the company, and adopts the New
Articles which comply fully with the Act. A copy of the New Articles will be
available for inspection at the offices of the Company, 31 Harley Street,
London, W1G 9QS.

General Meeting

The Notice convening the General Meeting is set out on pages 11 and 12 of this
document at which the Resolutions will be proposed for the purposes of
approving the Proposals. A summary of the Resolutions is set out below:

Resolution 1, which will be proposed as an ordinary resolution seeks approval
for the proposed New Investment Strategy and is subject to the passing of
Resolutions 2, 3 and 4;

Resolution 2, which will be proposed as a special resolution seeks approval to
change the name of the Company to Union Medtech plc and is subject to the
passing of Resolution 1;

Resolution 3, which will be proposed as an ordinary resolution, seeks approval
to increase the general authority of the Directors to issue equity securities
in the capital of the Company up to an aggregate nominal amount of £400,000;

Resolution 4, which will be proposed as a special resolution and is subject to
the passing of resolution 3, seeks to grant the Directors the power to disapply
statutory pre-emption rights over certain equity securities up to an aggregate
nominal amount of £200,000;

Resolution 5, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company.

Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting.
Whether or not you intend to be present at the General Meeting, you are
requested to complete and return the Form of Proxy in accordance with the
instructions printed thereon as soon as possible. To be valid, completed Forms
of Proxy must be received by the Company, 31 Harley Street, London, W1G 9QS for
the attention of the Company Secretary, not later than 9.30am on Saturday 25
February 2012, being 48 hours before the time appointed for holding the General
Meeting. Completion of the Form of Proxy will not preclude you from attending
and voting at the General Meeting in person if you so wish.

Recommendation

The Directors, having been so advised by Rivington Street Corporate Finance,
consider the Proposals to be fair and reasonable and in the best interests of
the Company and its Shareholders as a whole and therefore recommend that you
vote in favour of the Resolutions, as I intend to do in respect of the 181,818
Ordinary Shares held by me, representing 1.7% of the existing issued share
capital. In addition the Board has been informed by holders of 3,080,212
Ordinary Shares (representing 28.73% of the existing issued share capital) that
they also intend to vote in favor of the Resolutions.

Yours sincerely

Jonathan Bradley-Hoare
 Director