AGM 2021

Jun 3, 2021

Morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Shareholders of the Descartes Systems Group Inc. My name is Eric Demerian and I am Chair of the Board of Directors of the Corporation. Also with me on the line are Ed Ryan, our CEO and Michael Berhuevi, our Corporate Secretary. The remainder of the Board of Directors is also on the line, but they will not be in speaking roles today during this meeting. This meeting will be primarily focused on the formal business required at an annual meeting of shareholders. And then we will open it up for a question and answer session should shareholders have any questions for myself as Chair or for Ed as CEO. I will now ask that our corporate secretary provide some instructions on voting procedures and how we will handle Q and A. Good morning, everyone. Your screen should currently be displaying a split screen format with the instructions on how to ask questions and the voting procedure on the left side of your screen. If you've gone to a full screen display, You may want to toggle back to the split screen display so that you can view those instructions. As noted, Any questions will need to be submitted through the chat feature of the platform and then those will be read out for Mr. Demirian or Mr. Ryan to answer. This is our 2nd time running our shareholder meeting in a virtual format. And although everything went smoothly last year, we will ask for your patience if we run into We have our service providers for this platform online with us and they should be able to assist if necessary. The meeting will now come to order and I will ask Michael Berhue to act as Secretary of the meeting Unless there is an objection, Kate Stephens of Computershare Investor Services Inc. Will act as scrutineer for the meeting. During the question and answer portion following this meeting, we may make statements containing forward looking information. Displayed on the screen is a cautionary statement regarding such forward looking information. Please take a moment to review the statement. I have been advised by the corporate Secretary that the notice calling this meeting together with a form of proxy and management information circular and annual report containing the financial statements of the Descartes Systems Group Inc. For the financial year ended January 31, 2021 prepared in accordance with United States Generally Accepted Accounting Principles and the auditors reports thereon have been properly sent to each Director of the Corporation, the auditors of the Corporation and each intermediary and registered holder of common shares of the Corporation record as of April 21, 2021, the record date of the meeting. These materials are also posted on the Investor Relations section of the corporation's website at www.decards.com. According, unless there is an objection, I will dispense with reading of the notice of the meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance of the meeting, the scrutineers report that there are present at this meeting or by proxy 147 shareholders holding 76,511,842 common shares. Accordingly, I declare that the requisite quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of the meeting mailing of the notice of the meeting received by Computershare Investor Services Inc, and the scrutineers' complete report on attendance be attached to the minutes of the meeting. There are several matters that must be dealt with during this formal part of the meeting in order to expedite these matters certain persons have been requested to make and second the formal motions set out in the meeting materials. Shareholders may make comments specific to these motions prior to the vote, which should hold any comments on general matters until the question period to be held following the presentation on the corporation's business. Should you like to address the Chair on any motion, please type in your question or comment in the message section once it opens during the discussion period. If there is any discussion or question, the Secretary will read the question aloud. Minutes of the last meeting of shareholders of the corporation are available to all registered shareholders upon request from the corporate secretary. Unless there is an objection, I will dispense with the reading of the minutes of such meeting. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be opened for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of the discussion on each resolution prior to casting your vote. The first item of business is the presentation of the corporation's consolidated financial statements for the period ended January 31, 2021 as prepared in accordance with United States Generally Accepted Accounting Principles and the auditors' reports thereon. Unless there is an objection, I will dispense with the reading of the auditors report. The next item of business is the election of directors. The number of directors to be elected at this meeting has been set by the corporation's Board of Directors at 8. I declare the meeting open for nominations. Mr. Chair, I have received a request from Scott Pagan, a shareholder and the President and Chief Operating Officer of the corporation, Nominating each of the persons specified in the management information circular delivered with the notice of meeting namely Deepak Chopra, Deborah Close, Eric Demirian, Dennis Maple, Chris Muntweiler, Gene O'Hagan, Edward Ryan and John Walker to serve as directors of the corporation to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the article and bylaws of the corporation. As the corporation did not previously receive timely notice of any further nominations of the persons for election as directors of corporation as required by the advanced notice provisions of the corporation's bylaws by declare nominations closed. Do I have a motion for the election of the proposed nominees? Mr. Chair, I confirm that we have received a motion from Scott Pagan that The 8 persons nominated as directors be so elected and I further confirm that we have received confirmation that Alan Brett, Chief Financial Officer of the corporation seconds that motion. Thank you, Mr. Secretary. Before I call for a vote on the motion. Is there any discussion of this motion? Mr. Chair, I confirm that there is no discussion at this time. As there is no discussion, I now call for a vote on motion before the meeting. With all registered shareholders and duly appointed proxy holders, please enter your votes in the Lumi Boat recording platform. The next item of business is the appointment of the auditors of the corporation. In order that a vote may be held on the matter, I request a motion that KPMG LLP chartered professional accountants, Licensed public accountants be appointed as auditors of the corporation until the close of the next annual meeting of shareholders or until a successor is appointed. Mr. Chair, I confirm that we Received a motion from Scott Pagan that KPMG be appointed the auditors of the corporation until the close of the next annual meeting of shareholders or until a successor is appointed. And I further confirm that we've received confirmation that Alan Brett seconds that motion. Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion? Mr. Chair, I confirm there is no discussion at this time. As there is I now call for a vote on the motion before the meeting with all registered shareholders and duly appointed proxy holders. Please enter your votes in the Lumi Boat recording platform. The next item of business is the consideration of the advisory vote on Executive Compensation also known as the serende vote. While this serende vote is non binding, it gives shareholders opportunity to provide important input to the Board regarding the corporation's executive compensation practices as disclosed in the management information circular. The proposed form of say on pay resolution to be considered at this meeting is set out on Page 19 of the management information circular. In order that a vote may be held on the matter, I would request a motion that the say on pay resolution as set out on page 19 of the management information circular be approved. Mr. Chair, I confirm that we have received a motion from Scott Pagan that the say on pay resolution be approved. And I further confirm that we have received confirmation that Alan Brett seconds that motion. Thank you, Mr. Secretary. Before I call for a vote on this motion, is there any discussion of this motion? Mr. Chair, I confirm there is no discussion at this time. As there is no discussion, I now call for a vote on the motion before the meeting. With all registered shareholders and duly appointed proxy holders. Please enter your votes in the Loomi vote recording platform. Based on preliminary voting results provided to me by the scrutineers and having Regarding to the proxies that were received in advance of the meeting, I declare that all motions made today at this meeting have been passed. A report disclosing the number of votes cast in favor of withheld from voting or voted against each item of business at this meeting will be filed on SEDAR promptly following the meeting and disclosed in a press release to be issued forthwith following the meeting. Is there any other form of business that may be properly brought before this meeting? Having received none, this concludes all matters before our annual meeting and I now declare the annual meeting terminated. As the results of the corporation's Q1 of fiscal 2022 were just released yesterday and there was a public conference call to discuss those results last night, which is recorded and available for replay on the corporation's website. We did not intend to have management do any type of formal management presentation at this meeting, but we will open up the discussion platform for a question and answer session should there be any questions from shareholders at this time. Please submit your question through the discussion box identifying yourself by name and the corporate secretary will then direct your question either to myself or Mr. Brian. Mr. Chair, we have a question submitted for Mr. Ryan. The question is, With the U. S. Effectively ending any sort of lockdowns and restrictions recently and other countries also moving down the path of vaccination programs that will also allow them to ease or eliminate restrictions. What impact do you expect that change to have on the business of Descartes? Thanks, Mike. We're certainly seeing the impact of that right now in the U. S. On the Descartes businesses. As things open back up, the economy open back up, we're seeing more Transactions flow through our network and I think the short answer to the question is we would expect to see the same in other countries as they proceed with the vaccine rollout and start to use restrictions. I'll poll for any other questions through the chat feature. Mr. Chair, that does not appear that there are any other questions at this time. Thank you to everyone for joining us today and accommodating this online format. We wish each of you all the best.