AGM 2020

May 28, 2020

Good morning, everyone. Instructions on how to ask questions and the voting procedures are now on your screen. As noted, any questions will need to be submitted through the messaging feature of the platform and then those will need to be read out loud for Mr. Demirian or Mr. Ryan to answer. This is our first time running our shareholder meeting in a virtual format and we are hopeful that everything will go smoothly. We have our service providers for this platform online with us, and they should be able to assist if we run into any unexpected glitches. The meeting will now come to order. I will ask Mike Verhoovey to act as secretary of the meeting. Unless there is objection, Bryce Fogarty 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've been advised by the corporate secretary that 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, 2020, prepared in accordance with United States Generally Accepted Accounting Principles and the auditors report thereon have been properly sent to each director of the corporation, the auditors of the corporation and each intermediary and register holder of common shares of the corporation of record as of April 20, 2020, the record date of the meeting. These materials are also posted on the Investor Relations section of the corporation's website at www.decartes.com. Accordingly, unless there's an objection, I will dispense with the reading of the notice of the meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance at the meeting. The scrutineers report that they were present at this meeting or by proxy 138 shareholders, holding 76,536,589 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 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 a second 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's 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 the 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 prepared in accordance with United States Generally Accepted Accounting Principles and the auditor's report 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 Deborah Close, Eric Demirian, Dennis Maple, Chris Mundt Wyler, Jane O'Hagan, Edward Ryan and John Walker to each 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 articles and bylaws of the corporation. As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation as directors of the corporation as required by the advanced notice provisions of the corporation's bylaws by declaring the 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 to 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 the motion before the meeting. Would all registered shareholders and duly appointed proxy holders please enter your votes in the Lumi vote reporting 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 accounts, licensed public accounts 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 have 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 have 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 no discussion, I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders please enter your votes in the moving vote recruiting platform. The next item of business is the consideration of the advisory vote on executive compensation, also known as the say on paid vote. While this say on paid vote is non binding, it gives shareholders an 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 18 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 18 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 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 the motion before the meeting. Would all registered shareholders and duly appointed proxy holders, please enter your votes in the Lumi vote recording platform. The next item for consideration is the proposed continuation amendment and restatement of the corporation's shareholder rights plan. The proposed amendments to the corporation's shareholder rights plan are described in more detail on Page 18 of the management information circular, which has been distributed in connection with this meeting. In addition, a version of the proposed amended and restated shareholder rights plan has been posted on the corporation's website at www.decartes.comandonsedar, www.sedar.com. The text of the resolution for the approval of the amendment and restatement of the corporation's shareholder rights plan is set out on Page 19 of the management information circular and is defined therein as the rights plan resolution. I do not intend to review each of the proposed amendments at this meeting as I presume that each of you has had an opportunity to review the details as set out in the management information circular. Therefore, in order that a vote may be held on the matter, I request the motion that the rights plan resolution as set out on Page 19 of the Management Information Cert Order be approved. Mr. Chair, I confirm that we have received a motion from Scott Pagan that the rights plan 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 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 the motion before the meeting. Would all registered shareholders and duly appointed proxy holders please enter your votes in the Lumi vote recording platform. Based on preliminary voting results provided to me by the scrutineers and having regard to proxies that were received in advance of the meeting, I declare that the 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 for with 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 2021 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. Rhein. Mr. Chair, we have one question. The question is, we see in the news many stories about how retailers with stores and shopping malls are struggling through the COVID lockdown. What's been the impact of COVID on the logistics industry and how has that impacted Descartes? Thank you for that question. And Ryan, would you like to respond to that, please? Yes, great. Thanks, Eric. Yes, so it's obviously been a big impact on everyone and the logistics industry is no different. It's been a mixed bag across the industry though. Certainly, the airline space has been hit very hard as passenger airlines have been taken out of circulation. Those passenger airlines oftentimes carry a lot of cargo in the belly of the planes, and that's the reduction in that size of the fleet. The flights related to that have caused a dramatic downward shift in the amount of capacity in the airline cargo space. That certainly had some impact on us. Now fortunately for Descartes, we've had exposure to a lot of areas. It's a pretty diverse business. And some of the pieces of our business like e commerce piece or small package delivery as more and more consumers have moved things online has been a big benefit to us largely offsetting any of the other issues that were faced in the airline business. So I'll leave it at that. Mr. Chair, I can confirm that there are no other pending questions at this time. Thank you, Mr. Sarathy. Thank you to everyone for joining us today and accommodating this online format. We wish each of you all the best. Thank you.