EGM Statement

Netcentric Systems PLC
05 May 2006

                             NETCENTRIC SYSTEMS PLC

                        ('Netcentric' or the 'Company')


                    Notice of Extraordinary General Meeting

Notice is given that an extraordinary general meeting of Netcentric Systems plc
('the Company') will be held at 34 Grosvenor Gardens, London SW1W 0DH on 30 May
2006 at 5.00pm for the purpose of considering and, if thought fit, passing the
following resolution which will be proposed as a special resolution:


      THAT the Articles of Association of the Company be amended as follows:

1.1   by deleting in the current Article 3.2(a) the words 'in 2003 or the
      date falling 15 months from the date of the passing of the Resolution 
      adopting the New Articles' and replacing them with the words 'in 2007 or 
      the date falling 15 months from the date of the passing of the Resolution 
      to amend these Articles';

1.2   by deleting in the current Article 3.2(b), the words 'shall not exceed
      twenty per cent of the aggregate of the nominal amount of the Ordinary 
      Shares in issue at the beginning of that Prescribed Period' and replacing 
      them with the words 'shall not exceed fifty per cent. of the aggregate of 
      the nominal amount of the Ordinary Shares in issue at the beginning of 
      that Prescribed Period.'; and

1.3   by inserting the following as a new Article 3.2(c):

      '(c )   permitting the time period contained in Article 3.2(a) and the
              percentage level contained in Article 3.2(b) to be extended or
              changed from time to time by ordinary resolution.'


In addition, the Chairman, Stephen Komlosy, has written to shareholders
recommending that the resolution be passed as follows:

As stated in the Company's announcement on 29th March 2006, your board is
actively seeking a suitable target company for a reverse takeover.  However, at
present, it is not possible for the directors to issue any shares in the
Company, either to current shareholders or to third party investors, as the
Company's articles of association contain a time limit during which shares can
be allotted by the directors, which has expired.

Having regard to the Company's acquisition strategy, funds are required to
finance working capital and the professional and other costs likely to be
associated with a reverse takeover if a suitable opportunity is identified and
due diligence is undertaken.

The Company is presently engaged in discussions with respect to a possible
acquisition and is about to commence its due diligence.  An announcement with
respect to such acquisition will be made if and when it becomes reasonably
probable that it will proceed.  In the meantime, I am pleased to announce that
the Company is raising up to US$500,000 by means of a private placing of
ordinary shares in the Company to a group of independent private investors, at a
price of US$0.02 per share (£0.0112 per share equivalent at an exchange rate of
£1 to US$ 1.7857).

To enable the Company to complete the share placing, the directors propose that
the articles of association are amended as set out in the accompanying notice of
extraordinary general meeting.  The amendments have to be authorised by a
special resolution passed at an extraordinary general meeting of the Company's
shareholders which will be held on 30 May 2006 at 5.00pm at 34 Grosvenor
Gardens, London SW1W 0DH ('the EGM').

The special resolution makes three changes to the articles of association:

1.   it renews and extends the time limit during which the directors may
     allot shares to the earlier of the annual general meeting of the Company 
     in 2007 or 15 months from the passing of the resolution to amend the 
     articles of association, whichever is earlier;

2.   it increases the percentage of the issued ordinary share capital that
     the directors may allot to fifty per cent. of the amount of ordinary shares 
     in issue at the time the special resolution is passed; and

3.   it permits further renewals, extensions and increases to 1 and 2 to
     be made by ordinary resolution.

This will give the directors greater flexibility in the future to allot ordinary
shares in the Company and will assist with procuring much needed investment or
for provision of consideration for an acquisition.

The Company, pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, specifies that only those shareholders registered in the
Register of Members of the Company as at 5.00 p.m. on 28 May 2006 (or in the
event that the EGM is adjourned, in the Register of Members 48 hours before the
time of any adjourned meeting(s)) shall be entitled to attend or vote at the EGM
in respect of the number of shares registered in their name at that time.
Changes to entries on the Register of Members after 5.00 p.m. on 28 May 2006
(or, in the event that the EGM is adjourned, on the Register of Members 48 hours
before the time of any adjourned meeting(s)) shall be disregarded in determining
the rights of any person to attend or vote at the meeting.



For further information, please contact:

Gerard Thompson, Executive Director                       020-7808-4855



4 May 2006


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