EXACT SOFTWARE TO PURCHASE KEWILL ERP INC.

Aggressive North American Growth Continues

MARION, Ohio (May 29, 2002) – Exact Software continues its aggressive growth and expansion in North America with its intention to acquire Kewill ERP Inc., a division of Kewill Systems PLC (LSE: KWL), provider of supply chain management software.  Kewill ERP Inc. is a developer of manufacturing and distribution software.

Exact will pay $19 million cash for the division, according to Bert Groenewegen, Exact’s chief financial officer and president of Exact Software’s North American division.  The sale is contingent on approval of such at a June shareholders meeting of Kewill Systems PLC.

In the year ending March 31, 2002, Kewill ERP Inc generated revenues of approximately $28 million and a profit before interest and tax (EBITA) of $1.2 million, said Groenewegen.  Exact expects that this acquisition will have a neutral effect on profitability for 2002.

“This acquisition is yet another example of Exact Software’s commitment to increasing its presence in North America,” said Groenewegen.  “With this acquisition, approximately 4,500 end users will become part of the Exact Software family installed base of manufacturing and distribution customers.”

According to Groenewegen, the Kewill ERP Division provides a scaleable suite of Microsoft Windows-based manufacturing software solutions under the JobBOSS, MAX and Alliance/MFG product names.  JobBOSS, a make-to-order ERP solution, is a leading Job Shop software solution in the small to mid-size marketplace.  MAX and Alliance/MFG are solutions that cater to the needs of discrete manufacturers and compliment Exact’s Macola ES manufacturing and distribution offerings.

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Kewill ERP will operate as a separate business unit of Exact Software North America selling, supporting and maintaining JobBOSS, Max and AllianceMFG product lines.  As a result of this acquisition, said Groenewegen, Kewill ERP can leverage the resources of Exact, a larger, more global organization, thus strengthening the marketing and product strategies of Kewill ERP.

“Our focus on research and development will include the realignment of the product lines and integration with Exact’s e-Business product, e-Synergy,” explained Groenewegen.  “As a result, research and development resources will be shared and integrated with the entire Exact Group, thus increasing dramatically the total product development budgets and expanding Exact’s support and services to existing JobBOSS, MAX and Alliance/MFG customers.”

Such support services will be provided through regional offices Exact already has opened in North America as well as others it plans to open throughout the United States.  This latest acquisition announcement comes on the heels of Exact Software North America’s announcement several weeks ago that it is opening regional offices in the San Francisco Bay area, Greater Los Angeles area and Boston area.  In addition to these new facilities, Exact Software North America has offices in Central Ohio, Orlando, FL, Fort Lauderdale, FL; Toronto, Canada and Vancouver, Canada.

The Kewill ERP Division long has been recognized as one of the leading providers of ERP software for small to mid-size manufacturers.  Based in Minneapolis with smaller operations in San Francisco and Santa Barbara, the division also has an operation in the United Kingdom.

Founded in 1971 as Macola Software, Exact Software North America did business as a privately held company until February 2001 when it signed a definitive agreement with Exact Software N.V., the Dutch-based leader in international e-Business and ERP solutions.  The company marked its complete integration with its parent organization earlier this year when it adopted the name Exact Software North America.

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Exact Software North America delivers an e-Business solution for small to midsize growth-oriented businesses that integrates BackOffice ERP, Customer Relationship Management and Integrated e-Commerce.  Its signature product is a set of ERP applications based on advanced technologies that provide a strong backbone for today's e-Business solution.

An award-winning product line, Exact Software North America's ERP software was selected by Accounting Today magazine as one of its "2002 Top100 Software Products."  It also was included in Manufacturing Systems' list of the "Top 100 Manufacturing Software Vendors" for 2001 and was named a 2001 Software Leader by Managing Automation magazine.

Since 1984, Exact Software, headquartered in Delft, the Netherlands, has become a leading developer of accounting, payroll, CRM, ERP and e-Business software solutions.  Exact serves small and medium sized customers and its products offer detailed functionality in every business process and are designed to support rapid implementation.

Exact Holding N.V., which has over 50 subsidiaries and 20 distributors in over 50 countries worldwide, has customers in 100 countries, and can be placed among the leaders in its market segment.  Exact Holding N.V. has been listed on the Official Market of Euronext Amsterdam Stock Exchange since June 1999.

Enterprises worldwide operate their businesses using Exact Software, relying on it to manage over $400 billion annually. Exact Software is a €206.3 million organization that leverages the experience of more than 2,000 employees worldwide.