AGM

22nd July 2008

Notice is hereby given that the 2008 annual general meeting (the “Meeting”) of Kewill Systems plc (the “Company”) will be held on Tuesday 22 July 2008 at 11:00am at, Kewill Systems plc, Bramley House, The Guildway, Old Portsmouth Road, Artington, Guildford, Surrey, GU3 1LR at which the following resolutions will be proposed:

To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions.

1. To receive and adopt the audited financial statements of the Company for the year ended 31 March 2008 together with the reports of the directors and the auditors there on.

2. To approve the directors’ remuneration report for the year ended 31 March 2008.

3. To re-elect Andy Roberts as a director of the Company.

4. To re-elect Richard Gawthorne as a director of the Company.

5. That PricewaterhouseCoopers LLP be reappointed auditors (the “Auditors”) of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the directors be authorised to fix the auditors’ remuneration.

6. To declare a total dividend of 0.75 pence per ordinary share.

As special business, to consider and, if thought fit, to pass the following resolutions – resolution 7 being proposed as an ordinary resolution and resolutions 8, 9, 10 & 11 as special resolutions.

7. General power of allotment. That, in substitution of all previous authorities conferred upon the directors to allot relevant securities (as defined in s80(2) of the Companies Act 1985 (“the Act”)), the directors of the company be and they are hereby generally and unconditionally authorised for the purposes of s80 of the Act to exercise all the powers of the company to allot relevant securities up to an aggregate nominal amount of £268,185 (representing 33% of the nominal value of the share capital of the company in issue as at the date of this notice), such authority to expire (unless previously renewed, revoked, varied or extended) at the conclusion of the annual general meeting of the company next following the meeting at which this resolution is passed save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities pursuant to such an offer or agreement as if the power conferred hereby had not expired.

8. Authority to repurchase shares. That the company be and is hereby generally and unconditionally authorised in accordance with s166 of the Act to make market purchases (within the meaning of s163 of the Act) of Shares in the capital of the company (“Shares”) provided that: (a) the maximum aggregate number of Shares hereby authorised to be purchased is 4,063,407; (b) the maximum price which may be paid for a Share is an amount equal to 105 per cent. of the average of the middle market quotations for a Share (as derived from the London Stock Exchange Daily Official List) for the five dealing days immediately preceding the day on which the Share is purchased, exclusive of expenses; (c) the minimum price which may be paid for a Share is its nominal value, exclusive of expenses; (d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the company, unless such authority is renewed, revoked, varied or extended prior to such time; and, (e) the company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Shares in pursuance of any such contract.

9. Authority to allot shares. That, subject to and conditional upon the passing of resolution number 8 above, the directors be and are hereby empowered in accordance with s95 of the Act to allot equity securities (as defined in s94(2) of the Act) pursuant to the authority conferred by resolution number 8 above, and/or where such allotment constitutes an allotment of equity securities by virtue of s94(3A) of the Act, as if s89(1) of the Act did not apply to any such allotment provided that this power should be limited to: (a) the allotment of equity securities in connection with an offer of such securities by way of rights in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders (excluding any shares held by the company as treasury shares within the meaning of s162A(3) of the Act) are proportionate (as nearly as may be) to the respective number of ordinary shares held by them but subject to such exclusions as the directors may deem necessary or expedient to deal, inter alia, with shares representing fractional entitlements or legal or practical problems arising under the laws of, or the requirements of a recognised regulatory body or a 44 stock exchange in, any territory; and, (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities which are, or are to be, wholly paid up in cash up to an aggregate nominal amount of £40,634, being 5% of the nominal value of the issued share capital of the company as shown in the audited financial statements for the year ended 31 March 2008; and (unless previously renewed, revoked, varied or extended) shall expire at the conclusion of the next annual general meeting of the company or 15 months after the passing of this resolution, whichever is the earlier, save that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

10. Change of Company Name. That the directors be generally and unconditionally authorised to change the Company’s name from “Kewill Systems plc” to “Kewill plc” effective from the date of this meeting.

11. Adoption of new Articles of Association. That the articles of association of the Company produced to the meeting and initialled by the chairman of the meeting for the purposes of identification be adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association.