S-8

As filed with the Securities and Exchange Commission on April 7, 2021

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE DESCARTES SYSTEMS GROUP INC.

(Exact name of registrant as specified in its charter)

Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
120 Randall Drive, Waterloo, Ontario, Canada	N2V 1C6
(Address of Principal Executive Offices)	(Zip Code)
The Descartes Systems Group Inc. Stock Option Plan The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan
(Full title of the plans)
Descartes Systems (USA) LLC Powers Ferry Business Park 2030 Powers Ferry Road SE Suite 350 Atlanta, GA 30339-5066 Tel: (678) 247-0400
(Name, address and telephone number, including area code, of agent for service)
With copies to: Laurie A. Cerveny Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 (617) 341-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ◻

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common shares, no par value	14,594,567(2)	$61.45(4)	$896,836,142.15	$97,844.83
Common shares, no par value	1,147,720(3)	$33.77(5)	$38,758,504.40	$4,228.56
Total	15,742,287		$935,594,646.55	$102,073.39

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers additional shares that may become issuable under The Descartes Systems Group Inc. Stock Option Plan, as amended and restated May 26, 2016 (the “Stock Option Plan”), and The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan, as amended and restated June 1, 2017 (the “PRSU Plan”), by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding common shares, no par value (the “Common Shares”).

(2) The Common Shares being registered relate to share options and share appreciation rights to be granted in the future, with option exercise prices to be determined in accordance with the provisions of the Stock Option Plan, and Common Shares to be issued in exchange for performance share units or restricted share units, as applicable, granted under the PRSU Plan.

(3) The Common Shares being registered relate to share options and share appreciation rights granted to U.S. participants under the Stock Option Plan that have not yet been exercised.

(4) Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act on the basis of the average high and low prices for the Common Shares on the Nasdaq Global Select Market on April 1, 2021.

(5) In accordance with paragraph (h)(1) of Rule 457 under the Securities Act, the maximum offering price per share is based upon the weighted-average exercise price of such outstanding options.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a) Annual Report on Form 40-F of the Registrant for the fiscal year ended January 31, 2021, filed with the Commission on April 7, 2021.

(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Registrant since January 31, 2021.

(c) The description of the Registrant’s Common Shares contained in the Registrant’s registration statement on Form 8-A as filed with the Commission pursuant to Section 12(b) of the Exchange Act on December 31, 1998 and any amendment or report filed with the Commission for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and shall be deemed a part hereof from the date of the filing of such documents. In addition, any Report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          As of March 31, 2021, partners and associates of Blake, Cassels & Graydon LLP beneficially owned, directly and indirectly, less than 1% of the Registrant’s Common Shares.

Item 6.  Indemnification of Directors and Officers.

Indemnification

        Under the Canada Business Corporations Act (the “CBCA”), the Registrant may indemnify a current or former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, and such an individual seeking indemnity is entitled to such indemnity if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that such individual ought to have done.

        The CBCA also provides that the Registrant may advance moneys to such an individual for the costs, charges and expenses of such a proceeding. The CBCA also provides that the Registrant may, with the approval of a court, indemnify such an individual or advance such moneys, in respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or such other entity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action.

        However, the CBCA provides that any advance of moneys must be repaid by the individual, and the Registrant may not indemnify an individual under any of the foregoing circumstances unless the individual:

(a) acted honestly and in good faith with a view to the best interests of the Registrant, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

 

        The Registrant’s by-laws provide that, subject to the CBCA, the Registrant will indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives, against all costs, charges and expenses, including, without limitation, an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, if such individual (a) acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

        The Registrant’s by-laws provide that the Registrant shall advance moneys to a director, officer or other individual for the costs, charges and expenses of such a proceeding, provided that, such individual must repay the moneys if the individual does not fulfill the foregoing conditions.

          The Registrant’s by-laws provide that the Registrant also has the right to indemnify a person referred to above in such other circumstances as the CBCA or law permits or requires. The Registrant’s by-laws do not limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the Registrant’s by-laws.

        Subject to the CBCA, the Registrant may purchase and maintain insurance for the benefit of any individual referred to above as the board of directors of the Registrant may from time to time determine. The Registrant has purchased and maintains such an insurance policy. The Registrant has entered into standard indemnification agreements with its directors and executive officers.

                Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are filed as part of this Registration Statement.

Exhibit Number	Description
4.1*	Articles of Amalgamation of The Descartes Systems Group Inc.
4.2*	By-laws of The Descartes Systems Group Inc.
5.1*	Opinion of Blake, Cassels & Graydon LLP
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1 to this Registration Statement)
23.2*	Consent of KPMG LLP

24.1*	Power of Attorney (included as part of the signature page to this Registration Statement).
99.1*	The Descartes Systems Group Inc. Stock Option Plan
99.2*	The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan

__________________________

*  Filed herewith.

Item 9.  Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i)          To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)          To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Descartes Systems Group Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waterloo, in the Province of Ontario on this 7^th day of April, 2021.

The Descartes Systems Group Inc.
By:	/s/ Michael Verhoeve
	Michael Verhoeve
	Executive Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of The Descartes Systems Group Inc., a corporation organized under the laws of Canada, does hereby appoint Michael Verhoeve and Allan Brett as his or her lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, including but not limited to that listed below, in connection with the preparation, execution and filing with the Securities and Exchange Commission under the Securities Act of this Registration Statement and any post-effective amendments thereto, and to file the same with all exhibits hereto, and other documents in connection herewith, and all matters required by the Commission in connection with this Registration Statement, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Edward J. Ryan Edward J. Ryan	Chief Executive Officer and Director (Principal Executive Officer)	April 7, 2021
/s/ Allan Brett Allan Brett	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 7, 2021
/s/ Eric A. Demirian Eric A. Demirian	Chairman of the Board	April 7, 2021
/s/ Deepak Chopra Deepak Chopra	Director	April 7, 2021
/s/ Deborah Close Deborah Close	Director	April 7, 2021
/s/ Dennis Maple Dennis Maple	Director	April 7, 2021
/s/ Chris Muntwyler Chris Muntwyler	Director	April 7, 2021
/s/ Jane O’Hagan Jane O’Hagan	Director	April 7, 2021
/s/ John J. Walker John J. Walker	Director	April 7, 2021

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of The Descartes Systems Group Inc. and has duly caused this Registration Statement on Form S-8 to be signed by the undersigned, thereto duly authorized, in the City of Waterloo, Ontario, on the 7^th day of April, 2021.

DESCARTES SYSTEMS (USA) LLC
By:	Descartes U.S. Holdings, Inc.,
	Sole Member
By:	/s/ Michael Verhoeve
Name:	Michael Verhoeve
Title:	Secretary

EX-4.1

 

Schedule / Annexe

Members of the board of directors / Membres du conseil d’administration

		Resident Canadian Résident Canadien
Deborah Close	2030 29th Avenue Southwest, Calgary AB T2T 1N3, Canada	Yes / Oui
Edward J. Ryan	375 Crestview Drive Fort, Washington PA 19034, United States	No / Non
Dennis R. Maple	801 Forest Lane, Malvern PA 19355, United States	No / Non
Christian E. Muntwyler	Schlyffistrasse 17, Baech 8806 Switzerland	No / Non
Eric Demirian	336 Spadina Road, Suite 301, Toronto ON M5R 2V8, Canada	Yes / Oui
Jane O'Hagan	2123 30th Avenue Southwest, Calgary AB T2T 1R6, Canada	Yes / Oui
John J. Walker	459 Mystic Court, Wyckoff, Bergen County NJ 07481, United States	No / Non
Deepak Chopra	65 Truman Road, Toronto ON M2L 2L7, Canada	Yes / Oui

EX-4.2

Exhibit 4.2

BY-LAW 1

A by-law relating generally to the

transaction of the business and

affairs of

THE DESCARTES SYSTEMS GROUP INC.

Contents

One	-	Interpretation
Two	-	Business of the Corporation
Three	-	Borrowing and Security
Four	-	Directors
Five	-	Committees
Six	-	Officers
Seven	-	Protection of Directors, Officers and Others
Eight	-	Shares
Nine	-	Dividends and Rights
Ten	-	Meetings of Shareholders
Eleven	-	Notices
Twleve	-	Effective Date and Repeal

BE IT ENACTED as a by-law of the Corporation as follows:

TABLE OF CONTENTS

 

SECTION ONE		INTERPRETATION	1
	1.01	Definitions	1
SECTION TWO		BUSINESS OF THE CORPORATION	2
	2.01	Registered Office	2
	2.02	Corporate Seal	2
	2.03	Financial Year	2
	2.04	Execution of Instruments	2
	2.05	Banking Arrangements	2
	2.06	Voting Rights in Other Bodies Corporate	2
	2.07	Divisions	2
SECTION THREE		BORROWING AND SECURITY	4
	3.01	Borrowing Power	4
	3.02	Delegation	4
SECTION FOUR		DIRECTORS	5
	4.01	Number of Directors	5
	4.02	Qualification	5
	4.03	Election and Term	5
	4.04	Removal of Directors	5
	4.04A	Advance Notice of Nominations of Directors	5
	4.05	Vacation of Office	10
	4.06	Appointment of Additional Directors	11
	4.07	Action by the Board	11
	4.08	Canadian Directors Present at Meetings	11
	4.09	Meeting by Telephone	11
	4.10	Signed Resolutions	11
	4.11	Place of Meetings	11
	4.12	Calling of Meetings	12
	4.13	Notice of Meeting	12
	4.14	First Meeting of New Board	12
	4.15	Adjourned Meeting	13
	4.16	Regular Meetings	13
	4.17	Chair	13
	4.18	Quorum	13
	4.19	Votes to Govern	13
	4.20	Conflict of Interest	13
	4.21	Remuneration and Expenses	13
SECTION FIVE		COMMITTEES	14
	5.01	Committees of the Board	14
	5.02	Transaction of Business	14
	5.03	Audit Committee	14
	5.04	Advisory Bodies	14
	5.05	Procedure	14
SECTION SIX		OFFICERS	15
	6.01	Appointment	15
	6.02	Powers and Duties of Officers	15
	6.03	Term of Office	15
	6.04	Agents and Attorneys	15
	6.05	Conflict of Interest	15
SECTION SEVEN		PROTECTION OF DIRECTORS, OFFICERS AND OTHERS	16
	7.01	Limitation of Liability	16
	7.02	Indemnity	16
	7.03	Advance of Costs	16
	7.04	Additional Advance	16
	7.05	Indemnities Not Limiting	17
	7.06	Insurance	17
SECTION EIGHT		SHARES	18
	8.01	Allotment of Shares	18
	8.02	Commissions	18
	8.03	Registration of Transfers	18
	8.04	Non-recognition of Trusts	18
	8.05	Share Certificates	18
	8.06	Replacement of Share Certificates	19
	8.07	Joint Shareholders	19
	8.08	Deceased Shareholders	19
	8.09	Transfer Agents and Registrars	19
	8.10	Record Dates	19
SECTION NINE		DIVIDENDS	20
	9.01	Dividends	20
	9.02	Dividend Cheques	20
	9.03	Record Date	20
SECTION TEN		MEETINGS OF SHAREHOLDERS	21
	10.01	Annual Meetings	21
	10.02	Special Meetings	21
	10.03	Place of Meetings	21
	10.04	Participation in Meeting by Electronic Means	21
	10.05	Meeting held by Electronic Means	21
	10.06	Notice of Meetings	21
	10.07	List of Shareholders Entitled to Notice	22
	10.08	Record Date for Notice	22
	10.09	Meetings Without Notice	22
	10.10	Chair, Secretary and Scrutineers	23
	10.11	Persons Entitled to be Present	23
	10.12	Quorum	23
	10.13	Right to Vote	23
	10.14	Proxyholders and Representatives	23
	10.15	Time for Deposit of Proxies	24
	10.16	Joint Shareholders	24
	10.17	Votes to Govern	24
	10.18	Show of Hands	24
	10.19	Ballots	25
	10.20	Adjournment	25
SECTION ELEVEN		NOTICES	26
	11.01	Method of Giving Notices	26
	11.02	Notice to Joint Shareholders	26
	11.03	Computation of Time	26
	11.04	Undelivered Notices	26
	11.05	Omissions and Errors	27
	11.06	Persons Entitled by Death or Operation of Law	27
	11.07	Waiver of Notice	27
	11.08	Interpretation	27
	11.09	Electronic Documents	27
SECTION TWELVE		EFFECTIVE DATE AND REPEAL	28
	12.01	Effective Date	28
	12.02	Repeal	28

SECTION ONE

INTERPRETATION

1.01                      Definitions. -  In the by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Canada Business Corporations Act, or any statute that may be substituted therefor, and the regulations to the Act, as from time to time amended;

“appoint” includes “elect” and vice versa;

“articles” means the articles attached to the certificate of continuance of the Corporation, as from time to time amended or restated;

“board” means the board of directors of the Corporation;

“by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

“Corporation” means the corporation continued under the Act by the said certificate to which the articles are attached, and named “The Descartes Systems Group Inc.”;

“director” means a member of the board;

“including” means including, without limitation;

“meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders; and “special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

“prescribed” means prescribed in accordance with the Act; and

“recorded address” has the meaning set forth in section 11.08.

Save as aforesaid, words and expressions defined in the Act, including “distributing corporation”, “electronic document” and “resident Canadian”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.

1

SECTION TWO

BUSINESS OF THE CORPORATION

2.01         Registered Office. -  The registered office of the Corporation shall be in the province in Canada from time to time specified in the articles, and at such location therein initially as is specified in the notice thereof filed with the articles and thereafter as the board may from time to time determine.

2.02        Corporate Seal. -  The Corporation may, but need not, adopt a corporate seal and if one is adopted it shall be in a form approved from time to time by the board.

2.03        Financial Year. -  Until changed by the board, the financial year of the Corporation shall end on the last day of January in each year.

2.04      Execution of Instruments. -  Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two of the directors and officers of the Corporation.  In addition, any two of the directors and officers of the Corporation may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed.  Any signing officer may affix the corporate seal to any instrument requiring the same.

2.05        Banking Arrangements. -  The banking business of the Corporation, including the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board.  Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

2.06        Voting Rights in Other Bodies Corporate. -  The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation.  Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for the same.  In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07        Divisions. -  The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon such basis, including types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case.  In connection with any such division the board or, subject to any direction by the board, the chief executive officer may authorize from time to time, upon such basis as may be considered appropriate in each case:

2

(a)   Subdivision and Consolidation  -  the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;

(b)   Name  -  the designation of any such division or sub-unit by, and the carrying on of the business and operations of, any such division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

(c)   Officers  -  the appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any of such officers so appointed, provided that any such officers shall not, as such, be officers of the Corporation.

3

SECTION THREE

BORROWING AND SECURITY

3.01       Borrowing Power. - Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

(d)   borrow money upon the credit of the Corporation;

(e)   issue, reissue, sell, pledge or hypothecate bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

(f)   give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(g)   mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02       Delegation - Unless the articles of the Corporation otherwise provide, the board may from time to time delegate to a director, a committee of the board, or an officer of the Corporation any or all of the powers conferred on the board by section 3.01 to such extent and in such manner as the board may determine at the time of such delegation.

4

SECTION FOUR

DIRECTORS

4.01       Number of Directors. -  Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.  The board shall consist of not fewer than the minimum number of directors required by the Act for a distributing corporation.

4.02Qualification. -  No person shall be qualified for election as a director if such person is less than 18 years of age, is of unsound mind and has been so found by a court in Canada or elsewhere, is not an individual, or has the status of a bankrupt.  Unless the articles otherwise provide, a director need not be a shareholder.  Subject to the Act, at least 25 per cent of the directors shall be resident Canadians, or if the number of directors is fewer than four, at least one director shall be a resident Canadian.  At least such number of directors as may be specified by the Act, other applicable law or stock exchange requirements shall not be officers or employees of the Corporation or of its affiliates.

4.03Election and Term. -  Subject to the Act, the number of directors to be elected at each annual meeting of shareholders shall be the number of directors as determined by the board.  Each director shall hold office for the stated term at the time of their election at any such meeting of shareholders or, if not stated, until the close of the first annual meeting of shareholders following the director’s election.  Where the shareholders adopt an amendment to the articles to increase the number or maximum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment.  The election shall be by resolution.  If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04Removal of Directors. -  Subject to the Act, the shareholders may by resolution passed at a meeting of shareholders specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which, subject to the Act, it may be filled by the board.

4.04A      Advance Notice of Nominations of Directors. -  Subject to the Act, the shareholders may by resolution passed at a meeting of shareholders specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which, subject to the Act, it may be filled by the board.

(a)   Nomination Procedures - Subject only to the Act, Applicable Securities Law and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation.  Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if the election of directors is a matter specified in the notice of meeting,

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i.   by or at the direction of the board, including pursuant to a notice of meeting;

ii.   by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or

iii.   by any person (a “Nominating Shareholder”) who (A) at the close of business on the date of the giving of the notice provided for in this section 4.04A and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation, and (B) complies with the notice procedures set forth below in this section 4.04A.

(b)   Timely notice - In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation in accordance with this section 4.04A.

(c)   Manner of timely notice - To be timely, a Nominating Shareholder’s notice must be given:

i.   in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than 30 nor more than 65 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 60 days after the date (the “Notice Date”) on which the first public announcement of the date of the meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and

ii.   in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 10th day following the day on which the first public announcement of the date of the meeting was made.

In no event shall any adjournment, postponement, or reconvening of a meeting, or the announcement thereof, commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

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(d)   Proper form of notice - To be in proper written form, a Nominating Shareholder’s notice must set forth:

i.   as to each person whom the Nominating Shareholder proposes to nominate for election as a director, (A) the name, age, province or state, and country of residence of the person, (B) the principal occupation, business or employment of the person, both present and within the five years preceding the notice, (C) whether the person is a resident Canadian within the meaning of the Act, (D) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and

ii.   as to the Nominating Shareholder, (A) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person or any joint actors, as defined under Applicable Securities Laws, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (B) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or to direct or to control the voting of any shares of the Corporation and (C) any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws,

References to “Nominating Shareholder” in this section 4.04A shall be deemed to refer to each shareholder that nominates a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal.

(e)   Other Information - The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director, as defined in Applicable Securities Laws, of the Corporation or that would reasonably be expected to be material to a reasonable shareholder’s understanding of the independence and/or qualifications, or lack thereof, of such proposed nominee.

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(f)   Notice to be updated - In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

(g)   Power of the chair - The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(h)   Delivery of notice - Notwithstanding any other provision of this by-law, notice given to the secretary of the Corporation pursuant to this section 4.04A may only be given by personal delivery, facsimile transmission or by email (provided that the secretary of the Corporation has stipulated an email address for purposes of any such notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the secretary of the Corporation at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

(i)   Increase in number of directors to be elected - Notwithstanding any provisions in this section to the contrary, in the event that the number of directors to be elected at a meeting is increased effective after the time period for which the Nominating Shareholder’s notice would otherwise be due under this section, a notice with respect to nominees for the additional directorships required by this section shall be considered timely if it shall be given not later than the close of business on the tenth (10th) day following the day on which the first public announcement of such increase was made by the Corporation.

(j)   The board may, in its sole discretion, waive any requirement in this section 4.04A.

(k)   Definitions -  For purposes of this section 4.04A,

“Affiliate”, when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person;

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“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province and territory of Canada;

“Associate”, when used to indicate a relationship with a specified person, shall mean (i) any body corporate or trust of which such person beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such body corporate or trust for the time being outstanding, (ii) any partner of that person, (iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (iv) a spouse of such specified person, (v) any person of either sex with whom such specified person is living in conjugal relationship outside marriage or (vi) any relative of such specified person or of a person mentioned in clauses (iv) or (v) of this definition if that relative has the same residence as the specified person;

“beneficially owns” or “beneficially owned” means, in connection with the ownership of shares in the capital of the Corporation by a person, (i) any such shares as to which such person or any of such person’s Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (ii) any such shares as to which such person or any of such person’s Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (iii) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s Affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person beneficially owns pursuant to this clause (iii) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (iv) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Corporation or any of its securities;

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“close of business” means 5:00 p.m. (Toronto time) on a business day in Ontario, Canada;

“Derivatives Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Corporation or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Securities”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Corporation or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts; and

“public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

4.05Vacation of Office. -  A director ceases to hold office on death, on removal from office by the shareholders, on ceasing to be qualified for election as a director, on receipt of a written resignation by the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.  Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

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4.06Appointment of Additional Directors. -  If the articles of the Corporation so provide, the directors may, within the maximum number permitted by the articles, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

4.07Action by the Board. -  The board shall manage, or supervise the management of, the business and affairs of the Corporation.  The powers of the board may be exercised at a meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board.  Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

4.08Canadian Directors Present at Meetings. -  Subject to the Act, the board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least 25 per cent of the directors present are resident Canadians, or if the Corporation has fewer than four directors, at least one of the directors present is a resident Canadian, except where:

(a)   a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and

(b)   the required number of resident Canadians would have been present had that director been present at the meeting.

4.09Meeting by Telephone. - Subject to the Act, if all the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a director participating in such a meeting by such means is deemed to be present at the meeting.  Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.

4.10Signed Resolutions. - Any resolution in writing may be signed in counterparts and if signed as of any date shall be deemed to have been passed on such date.

4.11Place of Meetings. - Subject to the articles, meetings of the board may be held at any place in or outside Canada.

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4.12Calling of Meetings. - Meetings of the board shall be held from time to time at such time and at such place as the board, the chair of the board, the chief executive officer, the president or any two directors may determine.

4.13Notice of Meeting. -  Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held.  A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:

(a)   submit to the shareholders any question or matter requiring approval of the shareholders;

(b)   fill a vacancy among the directors or in the office of auditor, or appoint additional directors;

(c)   issue securities except as authorized by the board;

(d)   issue shares of a series except as authorized by the board;

(e)   declare dividends;

(f)   purchase, redeem or otherwise acquire shares issued by the Corporation;

(g)   pay a commission for the sale of shares except as authorized by the board;

(h)   approve a management proxy circular;

(i)   approve a take-over bid circular or directors’ circular;

(j)   approve any annual financial statements; or

(k)   adopt, amend or repeal by-laws.

A director may in any manner waive a notice of a meeting of directors, and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

4.14First Meeting of New Board. -  Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

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4.15Adjourned Meeting. -  Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.16Regular Meetings. -  The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named.  A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.17Chair. -  The chair of any meeting of the board shall be the first mentioned of such of the following positions as have been appointed and who is a director and is present at the meeting:  chair of the board or the chair of the audit committee.  If no person holding such a position is present, the directors present shall choose one of their number to be chair.

4.18Quorum. -   Subject to the articles and subject to section 4.08, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors then in office or such greater number of directors as the board may from time to time determine.

4.19Votes to Govern. -  At all meetings of the board every question shall be decided by a majority of the votes cast on the question.  In case of an equality of votes the chair of the meeting shall not be entitled to a second or casting vote.

4.20Conflict of Interest. -  A director or officer of the Corporation shall disclose to the Corporation, in the manner and to the extent provided by the Act, any interest that such director or officer has in a material contract or transaction, whether made or proposed, with the Corporation, if such director or officer (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction.  Such a director shall not vote on any resolution to approve the same except as provided by the Act.

4.21Remuneration and Expenses. -  The directors shall be paid such remuneration for their services as the board may from time to time determine.  The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof.  Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

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SECTION FIVE

COMMITTEES

5.01         Committees of the Board. -  The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise.

5.02        Transaction of Business. -  The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

5.03        Audit Committee. The board shall appoint annually from among its number an audit committee to be composed of not fewer than three directors who meet the independence and other requirements as may be specified by the Act, other applicable law and stock exchange requirements and who are not officers or employees of the Corporation or its affiliates.  The audit committee shall have the powers and duties provided in the Act and in other applicable law and in addition, such other powers and duties as the board may determine.

5.04          Advisory Bodies. -  The board may from time to time appoint such advisory bodies as it may deem advisable.

5.05         Procedure. -  Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members and to regulate its procedure.

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SECTION SIX

OFFICERS

6.01         Appointment. -  The board may from time to time appoint a chair of the board, a chief executive officer, a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed.  One person may hold more than one office.  The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation.  Subject to section 6.02, an officer may but need not be a director.

6.02         Powers and Duties of Officers. -  The board may from time to time specify the duties of each officer, delegate to him or her powers to manage any business or affairs of the Corporation (including the power to sub-delegate) and change such duties and powers, all insofar as not prohibited by the Act.  To the extent not otherwise so specified or delegated, and subject to the Act, the duties and powers of the officers of the Corporation shall be those usually pertaining to their respective offices.

6.03        Term of Office. -  The board, in its discretion, may remove any officer of the Corporation.  Otherwise each officer appointed by the board shall hold office until a successor is appointed or until the officer resigns.

6.04         Agents and Attorneys. -  The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

6.05        Conflict of Interest. -  An officer shall disclose any interest in a material contract or material transaction, whether made or proposed, with the Corporation in accordance with section 4.20.

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SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01         Limitation of Liability. - All directors and officers of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  Subject to the foregoing, and without limiting any defences available to a director or an officer under the Act or otherwise, no director or officer shall be liable for the acts, omissions, failures, neglects or defaults of any other director, officer or employee, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of such director or officer, or for any other loss, damage or misfortune which shall happen in the execution of the duties of office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.

7.02         Indemnity. -  Subject to the Act, the Corporation shall indemnify a director or an officer, a former director or officer, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation, or other entity, if such individual (a) acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and  (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

7.03          Advance of Costs. - The Corporation shall advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 7.02. The individual shall repay the moneys if the individual does not fulfil the conditions of section 7.02.

7.04          Additional Circumstances . -  The Corporation shall also indemnify an individual referred to in section 7.02 in such other circumstances as the Act or the law permits or requires.

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7.05        Indemnities Not Limiting. – The provisions of this Article Seven shall be in addition to and not in substitution for or limitation of any rights, immunities and protections to which a person is otherwise entitled.

7.06          Insurance. - Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of an individual referred to in section 7.02 hereof as the board may from time to time determine.

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SECTION EIGHT

SHARES

8.01         Allotment of Shares. - Subject to the Act and the articles, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02         Commissions. -  The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of such person’s purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.  The board may, to the extent permitted by the Act, delegate this authority to a committee of directors.

8.03       Registration of Transfers. -  Subject to the Act, no transfer of a share shall be registered in a securities register except upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.04        Non-recognition of Trusts. -  Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

8.05         Share Certificates. -  Every holder of one or more shares of the Corporation shall be entitled, at the holder’s option, to a share certificate, or to a non-transferable written acknowledgement of such right to obtain a share certificate, stating the number and class or series of shares held by such holder as shown on the securities register.  Subject to the Act, such certificates shall be in such form as the board may from time to time approve.  Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal.  Notwithstanding the foregoing, unless the board otherwise determines, certificates representing shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar.  The signature of one of the signing officers under section 2.04 or, in the case of a certificate which is not valid unless countersigned by or on behalf of a transfer agent and/or registrar and in the case of a certificate which does not require a manual signature under the Act, the signatures of both signing officers under section 2.04 may be printed or otherwise mechanically reproduced in facsimile thereon.  Every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation.  A certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

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8.06        Replacement of Share Certificates. - The board or any officer or agent designated by the board may direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.07         Joint Shareholders. - If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them.  Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.08        Deceased Shareholders. - In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.09       Transfer Agents and Registrars. - The board may from time to time appoint one or more agents to maintain, in respect of each class of shares of the Corporation issued by it, a central securities register and one or more branch securities registers.  Such a person may be designated as transfer agent or registrar according to the functions of such person and one person may be designated both registrar and transfer agent subject to any applicable stock exchange requirements.  The board may at any time terminate such appointment.

8.10       Record Dates. - The board may, within the prescribed period, fix in advance a date as the record date for the purpose of determining the shareholders: (a) entitled to receive notice of a meeting of shareholders; (b) entitled to vote at a meeting of shareholders; (c) entitled to receive payment of a dividend; or (d) for any other purpose, and, unless waived in accordance with the Act, notice of any such record date shall be given within the prescribed period in the manner provided in the Act.

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SECTION NINE

DIVIDENDS

9.01        Dividends. - Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.  Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.  Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.02        Dividend Cheques. - A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the holder’s recorded address, unless such holder otherwise directs.  In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address.  The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.  In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.03       Record Date. - The board may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend and notice of the record date shall be given within the prescribed period in the manner provided by the Act.  If no date is so fixed, the record date for the determination of the shareholders entitled to receive payment of any dividend or for such other purposes shall be at the close of business on the day on which the directors pass the resolution relating thereto.

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SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01      Annual Meetings. - Subject to the Act, the board shall call an annual meeting of shareholders:  (a) not later than 18 months after the Corporation comes into existence; and (b) subsequently, not later than 15 months after holding the last preceding annual meeting but no later than six months after the end of the Corporation’s preceding financial year.  The annual meeting of shareholders shall be held for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

10.02      Special Meetings. -  The board shall have power to call a special meeting of shareholders at any time.

10.03      Place of Meetings. -  Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in Canada if the board shall so determine.  A meeting of shareholders may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.  A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.  A meeting held pursuant to section 10.05 shall be deemed to be held at the place where the registered office of the Corporation is located.

10.04       Participation in Meeting by Electronic Means. -  Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility.  A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting.

10.05      Meeting held by Electronic Means. -  If the directors or the shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

10.06       Notice of Meetings. -  Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven within the prescribed time to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

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10.07      List of Shareholders Entitled to Notice. - For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting, within the time period required by the Act.  If a record date for notice of the meeting is fixed pursuant to section 10.08, the shareholders listed shall be those registered at the close of business on such record date.  If no record date for notice is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held.  The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared.  Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.08      Record Date for Notice. - The board may, within the prescribed period, fix in advance a date as the record date for the purpose of determining the shareholders entitled to vote at a meeting of shareholders and notice of the record date shall be given within the prescribed period in the manner provided by the Act.  If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

10.09      Meetings Without Notice. -  A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.  At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact.  If the meeting is held at a place outside Canada, shareholders not present or duly represented, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

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10.10      Chair, Secretary and Scrutineers. -  The chair of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting:  chair of the board, the chief executive officer, president, or a vice-president who is a shareholder.  If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair.  If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.  If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

10.11      Persons Entitled to be Present. -  The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting.  Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

10.12      Quorum. -  Subject to the Act in respect of a majority shareholder, a quorum for the transaction of business at any meeting of shareholders shall be persons not being less than two in number and holding or representing by proxy not less than 25 percent of the issued and outstanding shares of the Corporation for the time being enjoying voting rights at such meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting.  If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.13      Right to Vote. -  The board may, within the prescribed period, fix in advance a date as the record date for the purpose of determining the shareholders entitled to vote at a meeting of shareholders and notice of the record date shall be given within the prescribed period in the manner provided by the Act.  If a record date for voting is fixed, the Corporation shall prepare, within the time period required by the Act, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.  If no record date for voting is fixed, the Corporation shall prepare, within the time period required by the Act, an alphabetical list of shareholders who are entitled to vote as of the record date determined under the Act that shows the number of shares held by each shareholder.  Each shareholder whose name appears on the list prepared as aforesaid is entitled to vote the shares shown opposite their name at the meeting to which the list relates.

10.14      Proxyholders and Representatives. -  Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, to attend and act as the shareholder’s representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy.  A proxy shall be in writing executed by the shareholder or the shareholder’s attorney authorized in writing and shall conform with the requirements of the Act.  The Corporation shall recognize any individual authorized by a resolution of the directors or governing body of a body corporate or association to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder.  The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chair of the meeting.  Any such proxyholder or representative need not be a shareholder.

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10.15      Time for Deposit of Proxies. -  The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours, excluding Saturdays and holidays, before which time proxies to be used at such meeting must be deposited.  A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice, or such later time before the time of voting as the chairman of the meeting may determine, or if, no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.

10.16       Joint Shareholders. -  If two or more persons hold shares jointly, any one of them present or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present or represented and vote, they shall vote as one the shares jointly held by them.

10.17       Votes to Govern. -  At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question.  In case of an equality of votes either upon a show of hands or upon a poll, the chair of the meeting shall not be entitled to a second or casting vote.

10.18       Show of Hands. -  Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided.  Upon a show of hands every person who is present and entitled to vote shall have one vote, subject to any provision of the Act restricting the ability of a proxyholder or alternate proxyholder to vote by way of show of hands where such person has conflicting instructions from more than one shareholder.  Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or defeated and an entry to that effect in the minutes of the meeting shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.  Any vote referred to in section 10.17 and this section 10.18 may be held, subject to and in accordance with the Act, partly or entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility.  Any person participating in a meeting of shareholders under section 10.04 or 10.05 and entitled to vote at that meeting may vote, subject to and in accordance with the Act by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

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10.19       Ballots. -  On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chair may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot.  A ballot so required or demanded shall be taken in such manner as the chair shall direct.  A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot.  If a ballot is taken each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.20      Adjournment. -  The chair at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.  If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.  Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

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SECTION ELEVEN

NOTICES

11.01       Method of Giving Notices. -  Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given, subject to any provisions in the Act regarding certain types of communications or documents, if delivered personally to the person to whom it is to be given; if delivered to the person’s recorded address or if mailed to such person at such recorded address by prepaid ordinary mail; if sent to such person at such recorded address by any means of prepaid transmitted or recorded communication; if sent by email, electronic document or other form of electronically transmitted message; or if posted on or made available through a source permitted by the Act.  A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; a notice so sent by any means of transmitted or recorded communication or by email, electronic document or other form of electronically transmitted message shall be deemed to have been given when dispatched or transmitted; and a notice so posted or made available shall be deemed to have been given when notice of its availability and location is given to the addressee.  A notice so delivered shall be deemed to have been received when it is personally delivered; a notice so mailed shall be deemed to be received at the time it would be delivered in the ordinary course of mail; a notice so sent by any means of transmitted or recorded communication or by email, electronic document or other form of electronically transmitted message shall be deemed to have been received on the day it is dispatched or transmitted; and a notice so posted or made available shall be deemed to have been received when notice of its availability and location is received by the addressee.  The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by the secretary to be reliable.

11.02       Notice to Joint Shareholders. -  If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03       Computation of Time. -  In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be included.

11.04       Undelivered Notices. -  If any notice given to a shareholder pursuant to section 11.01 is returned on two consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until informed in writing by the shareholder of a new address.

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11.05       Omissions and Errors. -  The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06        Persons Entitled by Death or Operation of Law. -  Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives title to such share prior to the name and address of such person being entered on the securities register (whether such notice was given before or after the happening of the event upon which such person became so entitled) and prior to such person furnishing to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.

11.07         Waiver of Notice. -  Any shareholder, proxyholder, director, officer, auditor or member of a committee of the board, or any other person entitled to receive notice of a meeting of shareholders or any other notice from the Corporation, may at any time waive any notice, or waive or abridge the time for any notice, required to be given to such person under the Act, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be.  Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

11.08         Interpretation. -  In the by-laws, “recorded address” means: in the case of a shareholder, the address as recorded in the securities register; in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, the latest address as shown in the records of the Corporation.

11.09           Electronic Documents.  A requirement under these by-laws that a notice, document or other information be provided in writing may be satisfied by providing an electronic document and a requirement under these by-laws for a signature or that a document be executed, in relation to an electronic document, may be satisfied, in each case, if the requirements in the Act in respect thereof are met.

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SECTION TWELVE

EFFECTIVE DATE  AND REPEAL

12.01       Effective Date. - This by-law shall come into force when made by the board in accordance with the Act.

12.02       Repeal. - All previous by-laws of the Corporation are repealed as of the coming into force of this by-law.  Such repeal shall not affect the previous operation of any by-law so repealed, or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles (as defined in the Act) or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal.  All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.

______________________________________________________________________

MADE by the Board of Directors of the Corporation as of the 28th day of April, 2013.

__________________________________________

Corporate Secretary

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EX-5.1

Exhibit 5.1

April 7, 2021

The Descartes Systems Group Inc.

120 Randall Drive

Waterloo, Ontario

N2V 1C6

RE:     The Descartes Systems Group Inc. – Registration Statement on Form S-8

Dear Sirs/Mesdames:

We have acted as Canadian counsel for The Descartes Systems Group Inc. (the “Company”), a company continued under the Canada Business Corporations Act, in connection with the preparation and filing under the United States Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”).

The purpose of the Registration Statement is to register the offer and sale of up to 15,742,287 common shares of the Company, no par value (the “Shares”) which are reserved for issuance pursuant to the following:

(a)	the exercise of stock options (the “Options”) and share appreciation rights (the “SARs”) granted or to be  granted under or otherwise governed by The Descartes Systems Group Inc. Stock Option Plan, amended and restated as of May 26, 2016 (the “Option Plan”); and
(b)	the settlement of performance share units (the “PSUs”) and restricted share units (the “RSUs”) under or otherwise governed by the Company’s Performance and Restricted Share Unit Plan, amended and restated as of June 1, 2017 (the “PRSU Plan”).

For the purposes of this opinion, we have reviewed such corporate records of the Company and other documents as we have deemed necessary or desirable to give the opinion expressed below.

We have assumed the genuineness of all signatures, the legal capacity of all individuals and the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof, and the completeness and accuracy of the corporate records in our possession as of the date hereof.

Based upon and subject to the foregoing, and provided that all necessary corporate action has been taken by the Company to authorize the issuance of the Options, SARs, PSUs and RSUs, we are of the opinion that (1) upon the due exercise of the Options and the SARs granted pursuant to and in accordance with the Option Plan and any applicable Option Agreement (as defined in the Option Plan); and (2) upon the settlement of PSUs and RSUs in accordance with their terms, the PRSU Plan and any applicable Grant Agreement (as defined in the PRSU Plan), the Shares underlying the Options, SARs, PSUs and RSUs will be validly issued, fully paid and non-assessable common shares in the capital of the Company.

The opinion expressed in this letter is subject to the following exceptions and qualifications:

(a)	we do not express any opinion with respect to the laws of any jurisdiction other than the laws of Canada specifically applicable therein; and
(b)	our opinion is based on legislation and regulations in effect on the date hereof.

Consent is hereby given to the use of our name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations thereunder.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

The Descartes Systems Group Inc.

We consent to the incorporation by reference in the Registration Statement on Form S-8 of The Descartes Systems Group Inc. (the “Company”) of our reports dated March 3, 2021, with respect to the consolidated balance sheets as of January 31, 2021 and January 31, 2020, the consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the years in the three-year period ended January 31, 2021, and the effectiveness of internal control over financial reporting as of January 31, 2021, which reports appear in the Annual Report on Form 40-F of The Descartes Systems Group Inc., for the fiscal year ended January 31, 2021.

Our report dated March 3, 2021 on the consolidated financial statements contains an explanatory paragraph that states that the Company has changed its method of accounting for leases in 2020 due to the adoption of Accounting Standards Codification (ASC) Topic 842.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

April 7, 2021

EX-99.1

Exhibit 99.1

THE DESCARTES SYSTEMS GROUP INC.

STOCK OPTION PLAN

As amended June 29, 2012, April 26, 2016 and May 26, 2016

ARTICLE 1

DEFINITIONS

1.1 When used herein, the following terms shall have the following meanings:

“Affiliate” - has the meaning given to that term in National Instrument 45-106 – Prospectus and Registration Exemptions, as such instrument may be amended, supplemented or replaced from time to time, subject to the term “issuer” in such instrument being ascribed the same meaning as the term “person” in such instrument.

“Associate” - has the meaning given to that term in the Canada Business Corporations Act.

“Blackout Period” - means a period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of an Option.

“Board” - means the Board of Directors of the Company.

“Business Day” - means any day other than a Saturday, a Sunday or a statutory holiday observed in the Province of Ontario.

“Code” - shall have the meaning ascribed thereto in Section 2.2(c).

“Committee” - means the Compensation Committee of the Board, or such other the committee of the Board as is designated by the Board, by way of resolution, adoption of a policy or committee mandate, or otherwise,  to administer the Plan from time to time.

“Company” - means The Descartes Systems Group Inc. and its Affiliates.

“Exercise Notice” - means a notice in writing in the form attached hereto as Schedule A signed by the Participant stating the Participant's intention to exercise a particular Option or a Share Appreciation Right.

“Exercise Price” - means the price at which a Share may be purchased pursuant to the exercise of an Option.

“Exercise Term” - means the period of time during which Options may be exercised.

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“Exchange” - means The Toronto Stock Exchange, the National Market System of the National Association of Securities Dealers Automated Quotation System or any other stock exchange on which the Shares are listed and posted for trading or quoted.

“Insider” - shall have the meaning given to the term “reporting insiders” in National Instrument 55-104 – Insider Reporting Requirements and Exemptions, as such instrument may be amended, supplemented or replaced from time to time.

“Non-Executive Director” - means any director of the Company who is neither (a) an employee or officer of the Company; nor (b) a service provider of the Company (other than in the capacity of a director of the Company).

“Option” - means a right which may be granted to a Participant pursuant to the terms of this Plan which allows the Participant to purchase Shares at a set price for a future period.

“Option Agreement” - means a signed written agreement evidencing the terms and conditions upon which an Option is granted under this Plan.

“Participants” - means those directors, officers, key employees and service providers of the Company whose selection to participate in the Plan is approved by the Board, the Committee or an officer.

“Plan” - means The Descartes Systems Group Inc. Stock Option Plan.

“Security Based Compensation Arrangements” - means a stock option, stock appreciation right, stock option plan, employee stock purchase plan, share unit plan, deferred share unit plan or any other compensation or incentive mechanism, in each case, involving the issuance or potential issuance of Shares to any employee or Insider of the Company, or one or more service providers, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guaranty or otherwise.

“Share Appreciation Right” - shall have the meaning ascribed thereto in Section 3.1(b).

“Shares” - means the authorized and unissued common shares of the Company.

“Termination Date” - means the first date on which a Participant is no longer employed (or in the case of a Participant who was not an employee, the first date on which such Participant is no longer acting as a director of, or service provider to, the Company) by the Company for any reason; provided that, for the purposes of the Plan, an employee’s termination of employment with the Company shall occur on the earlier of (i) the date on which the employee ceases to render services to the Company and (ii) the date on which the Company delivers notice of the termination of the employee’s employment to him/her, whether such termination is lawful or otherwise, without giving effect to any period of notice or

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compensation in lieu of notice (except to the extent specifically required by applicable employment standards legislation), but, for greater certainty, (x) an employee’s absence from active work during a period of vacation, temporary illness, authorized leave of absence, maternity or parental leave or leave on account of disability and (y) an employee’s transfer of employment within the group of companies comprising the Company, shall not be considered to be a termination of employment under the Plan.

“Value of Option” - means, on any date, the amount of the expense associated with the grant of an Option, as determined in accordance with U.S. generally accepted accounting principles (as determined in accordance with the Black-Scholes Merton option-pricing model) and reflected in the financial statements of the Company.

ARTICLE 2

GENERAL

2.1 Purpose: The principal purposes of the Plan are to:

(a) allow Participants to participate in the growth and development of the Company by providing them with the opportunity to acquire Shares;

(b) promote the long-term alignment of interests between such persons and present and/or future holders of Shares; and

(c) assist the Company to attract, retain and incent eligible persons with the knowledge, experience and expertise required to act as employees, officers and directors of, and consultants providing services to, the Company.

2.2 Administration:

(a) The Plan shall be administered by the Board.

(b) The Board shall have the sole and complete authority (i) to approve the selection of Participants, (ii) to grant Options in such form as it shall determine, (iii) to grant Share Appreciation Rights in accordance with Section 3.1(b); (iv) to impose such limitations, restrictions and conditions including, but not limited to, vesting conditions and restrictions, upon such Options as it shall deem appropriate, (v) to accelerate the vesting conditions attaching to any Option, (vi) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, and (vii) to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. The Board's determinations and actions within its authority under the Plan shall be conclusive and binding upon the Company and all other persons.

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(c) To the extent permitted by law, the Board may from time to time delegate to the Committee all or any of the powers conferred on the Board under the Plan.  In such event, the Committee shall exercise the delegated powers in the manner and on the terms authorized by the Board. Where the Board has so delegated any powers to the Committee, any reference under the Plan, in connection with such power, to the “Board” shall be read as to the “Committee”.  In this regard, and notwithstanding anything contained in the Plan to the contrary, the Committee shall have the sole and complete authority to take any action required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to any awards under the Plan that are intended to be performance-based compensation under Section 162(m) of the Code.  The Board shall also be permitted to hire administrators, custodians or similar service providers to assist it in the administration of the Plan. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of the Plan in this context shall be final and conclusive.

2.3 Selection for Participation: Participants shall be selected from the directors, officers, key employees and service providers of the Company. In approving this selection, the Board shall consider such factors as it deems relevant, subject to the provisions of the Plan.

2.4 Shares Subject to the Plan:

(a) Subject to adjustment as provided in Sections 4.2 and 4.3 below, the aggregate number of Shares which may be reserved for issuance under the Plan shall not exceed 13,154,787 Shares.

(b) No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, a Participant would become entitled to a fractional share, such Participant shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional interest.

(c) Notwithstanding any other provision of this Plan or any agreement relating to Options, no Options shall be granted under this Plan if together with any other Security Based Compensation Arrangements established or maintained by the Company, such grant of Options could result, at any time, in the aggregate number of Shares (i) issued to Insiders, within any one-year period or (ii) issuable to Insiders, at any time, exceeding 10% of the issued and outstanding Shares (on a non-diluted basis); provided, however, that the number of Options or Share Appreciation Rights that may be granted to any Participant in any one calendar year shall not exceed 5% of the issued and outstanding Shares (on a non-diluted basis) as of April 26, 2016.

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(d) No Option shall be granted to any Non-Executive Director if such grant would, at the time of the grant, result in: (i) the aggregate number of Shares reserved for issuance to all Non-Executive Directors under the Plan and all other Security Based Compensation Arrangements exceeding 1.0% of the total number of Shares then-issued and outstanding; (ii) the aggregate Value of Options granted to the Non-Executive Director during the Company’s fiscal year exceeding $100,000; or (iii) the aggregate Value of Options and, in the case of Security Based Compensation Arrangements that do not provide for the granting of options (“Full Value Awards”), the grant date value of Shares, granted to the Non-Executive Director during the Company’s fiscal year exceeding $150,000, provided that any Full Value Award elected to be received by a Non-Executive Director, in the  Non-Executive Director’s discretion, in place of the same value of foregone cash compensation from the Company shall not be counted toward the foregoing $150,000 limit.

(e) If any Options terminate, expire or, except in connection with the exercise of Share Appreciation Rights, are cancelled as contemplated by the Plan (with the consent of the Participant and the prior written consent of the Exchange, where applicable), the number of Shares underlying such Options so terminated, expired or cancelled shall again become available under the Plan.

(f) If any Option is cancelled in connection with the exercise of the related Share Appreciation Right, the aggregate number of Shares that may be issued under this Plan pursuant to Section 2.4(a) shall be reduced by the number of Shares underlying such cancelled Option.

2.5 Option Agreements: All grants of Options under the Plan shall be evidenced by an Option Agreement. Such Option Agreements shall be subject to the applicable provisions of the Plan and shall clearly set out the Exercise Term in addition to such other provisions as are required by the Plan or which the Board may direct. Any proper officer of the Company is authorized and empowered to execute on behalf of the Company any Option Agreements required to be delivered to the Participants from time to time as designated by the Board. In the event of irreconcilable conflict between the terms of an Option Agreements and the terms of this Plan, the terms of this Plan shall prevail and the Option Agreement shall be deemed to have been amended accordingly.

2.6 Non-transferability: Subject to Section 3.6, Options granted under the Plan may only be exercised by a Participant personally and no assignment or transfer of Options whether voluntary, involuntary, by operation of law or otherwise, shall vest any interest or right in such Options whatsoever in any assignee or transferee, but immediately upon any assignment or transfer, or any attempt to make the same, such Options shall terminate and be of no further effect. Notwithstanding this Section 2.6, a Participant may assign or transfer one or more Options, in compliance with such terms as the Board may determine, to a personal holding

6

corporation wholly owned by such Participant or to a registered retirement savings plan established for the sole benefit of such Participant, provided that upon any such permitted assignment or transfer, the transferred Options shall be deemed for purposes of the Plan to continue to be held by the Participant, and shall continue to be subject to the terms and conditions of the Plan as if the Participant remained the sole holder thereof.

ARTICLE 3

SHARE OPTIONS

3.1 Award of Options and Share Appreciation Rights:

(a) The Board (or, with respect to any awards intended to be qualified performance-based compensation under Section 162(m) of the Code, the Committee) may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, award Options to any Participant and the Company shall enter into an option agreement (the “Option Agreement”) with each Participant in the form attached hereto as Schedule B or in any other form approved by the Board.

(b) At the sole discretion of the Board, the Board may grant to a Participant in respect of an Option awarded to the Participant, either at the time of grant of the Option or at a subsequent time, a number of rights (each a “Share Appreciation Right”) equal to the number of Shares then underlying the Option, which number shall be fixed on the date of grant of the Share Appreciation Rights, subject to adjustment pursuant to Article 4 on the same basis, mutatis mutandis, as the number of Shares underlying the Option.  The grant of a Share Appreciation Right shall be subject to the terms of the Plan and the terms and conditions of the Option in respect of which it is granted (except as the context or the Plan terms otherwise require) and such other terms and conditions as the Board may prescribe and shall be evidenced in the Option Agreement in respect of the related Option or an amendment to such Option Agreement.  Each Share Appreciation Right shall entitle the Participant to surrender to the Company, unexercised, the right to subscribe for a Share pursuant to the related Option and to receive from the Company cash in an amount equal to the fair market value of a Share on the date the Share Appreciation Right is exercised minus the Exercise Price under the related Option, net of applicable withholding taxes and other source deductions.  For the purposes of this Section 3.1(b), the fair market value of a Share will be deemed to be the amount that would be the Exercise Price of an Option covering such Share determined under Section 3.3, if such Option were granted on the date of exercise of the Share Appreciation Right.  Upon each exercise of a Share Appreciation Right in respect of a Share covered by an Option such Option shall be cancelled in respect of such Share and shall be of no further force or effect.  Share Appreciation Rights shall be

7

exercisable by a Participant or his or her legal representative only to the extent that the related Option is exercisable. Unexercised Share Appreciation Rights shall terminate when the related Option is exercised or the Option terminates.

(c) Notwithstanding the foregoing, the Company may, if authorized by the Board in its discretion, in lieu of all or a portion of the cash amount that would otherwise be payable to a Participant under Section 3.1(b) in respect of the exercise of one or more Share Appreciation Rights, issue to the Participant a number of Shares equal to the number produced by dividing the amount that would be payable in cash in respect of such Share Appreciation Rights absent the exercise of the Board’s discretion under this Section 3.1(c) and for which a cash amount is not payable to a Participant under Section 3.1(b) as a result of the exercise of such discretion by the amount that would be the fair market value of a Share on the date of exercise of the Share Appreciation Rights determined in accordance with Section 3.1(b), rounded down to the next whole Share.

3.2 Exercise Term:

(a) Subject to any vesting conditions imposed by the Board in its discretion at any time and from time to time, Options granted to Participants may only be exercisable by the Participant if such conditions to vesting have been satisfied.

(b) The maximum term during which Options may be exercised shall be determined by the Board, but in no event shall the Exercise Term of an Option exceed 10 years from the date of its grant; provided that if at any time the end of the term of an Option should be determined to occur either during a Blackout Period or within ten Business Days following a Blackout Period, the end of the term shall be deemed to be extended to the date that is the tenth Business Day following the date of expiry of such Blackout Period.

(c) Subject to Subsections 3.2(a) and 3.2(b) the provisions of the Plan and the Option Agreement, Options may be exercised by means of giving an Exercise Notice addressed to the Company.

3.3 Exercise Price: The Exercise Price of any Option shall be (i) if the Shares are listed and posted for trading on one Exchange, the closing sale price for board lots of Shares on such Exchange on the first Business Day immediately preceding the day on which the Exercise Price is to be determined on which at least one board lot was traded, (ii) if the Shares are listed and posted for trading on more than one Exchange, the greatest of the closing sale prices for board lots of Shares on such Exchanges on the first Business Day immediately preceding the day on which the Exercise Price is to be determined on which at least one board lot was traded, and (iii) if the Shares are not listed and posted for trading on an Exchange, the

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Exercise Price shall be the fair market value of a Shares, as determined in the discretion of  the Board using a reasonable application of a reasonable valuation method.

3.4 Payment of Exercise Price: The Exercise Price shall be fully paid in cash at the time of exercise of an Option.  Subject to the terms of the Plan, no Shares shall be issued or transferred with respect to the exercise of an Option until full cash payment has been received therefor. As soon as practicable after receipt of any Exercise Notice and full payment with respect to the exercise of an Option, the Company shall deliver to the eligible Participant, either a certificate or certificates representing the acquired Shares or one or more non-transferable written acknowledgement(s) of the Participants right to obtain such a Share certificate or certificates.

3.5 Termination of Employment for Cause or Removal of a Director: Where a Participant's employment with the Company is terminated for cause (as such term is defined in law) or where a Participant who is a director of the Company is removed as a director prior to the end of his or her term, each Option granted to that Participant that has vested as at the Termination Date and each Option granted to that Participant that has not vested as at the Termination Date shall, subject to the discretion of the Board, immediately terminate.

3.6 Death: In the event of the death of a Participant, each Option granted to that Participant that has not then vested shall, subject to the discretion of the Board, immediately terminate and, notwithstanding Section 2.6, all Options which have vested may be exercised by the Participant's estate at any time within six months from the date of death, or for such longer period of time as the Board may determine.

3.7 Termination of Employment for Other than Cause or Death: Where a Participant's employment with the Company terminates for any reason other than as contemplated in Sections 3.5 or 3.6 above, or in the event a Director is not re-elected to the Board of Directors, each Option granted to that Participant that has not then vested shall, subject to the discretion of the Board, immediately terminate as at the Termination Date. In such cases, all Options granted to such Participants that have vested as at the Termination Date may be exercised by the Participant at any time within six months of the Termination Date, or for such longer period of time as the Board may determine.

ARTICLE 4

REORGANIZATION OF THE COMPANY

4.1 General: The existence of any Options shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or any other change in the Company's capital structure or its business, or any amalgamation, combination, merger or

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consolidation involving the Company or to create or issue any bonds, debentures, shares of any class or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of similar character or otherwise.

4.2 Reorganization of Company's Capital: Should the Company effect a subdivision or consolidation of shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend which is in lieu of a cash dividend), or should any other change be made in the capitalization of the Company which, in the opinion of the Board would warrant an adjustment to the number of Shares which may be acquired on the exercise of any outstanding Options and/or an adjustment to the Exercise Price thereof in order to preserve proportionately the rights and obligations of Participants, such adjustment shall be made as may be equitable and appropriate to that end; provided, however, that: (a) with respect to any award to a U.S. taxpayer, no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the ability of the Plan or an award under the Plan to meet the requirements of Section 162(m) of the Code; and (b) with respect to any award to a U.S. taxpayer subject to Section 409A of the Code, no such adjustment shall be authorized to the extent that such adjustment would cause the Plan or the award to fail to comply with, or qualify for, an exception to or be compliant with Section 409A of the Code.  Notwithstanding anything hereinabove, a decision of the Board in respect of any and all matters falling within the scope of this Section or Section 4.3 shall be final and without recourse on the part of any Participant and his or her heirs or legal representatives.

4.3 Other Events Affecting the Company: In the event of an amalgamation, combination, merger or other reorganization involving the Company, by exchange of shares of any class, by sale or lease of assets, or otherwise, which in the opinion of the Board warrants an adjustment to the number of Shares which may be acquired on the exercise of any outstanding Options and/or an adjustment to the Exercise Price thereof in order to preserve proportionately the rights and obligations of Participants, such adjustments shall be made as may be equitable and appropriate to that end; provided, however, that: (a) with respect to any award to a U.S. taxpayer, no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the ability of the Plan or an award under the Plan to meet the requirements of Section 162(m) of the Code; and (b) with respect to any award to a U.S. taxpayer subject to Section 409A of the Code, no such adjustment shall be authorized to the extent that such adjustment would cause the Plan or the award to fail to comply with, or qualify for, an exception to or be compliant with Section 409A of the Code.

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4.4 Immediate Exercise of Options: Where the Board determines that the adjustments provided for in Sections 4.2 and 4.3 would not preserve proportionately the rights and obligations of Participants in the circumstances or otherwise determines that it is appropriate the Board may permit the immediate exercise of any outstanding Options which are not otherwise exercisable.

4.5 Issue by Company of Additional Shares: Except as expressly provided in this Article 4, the issue by the Company of shares of any class, or securities convertible into shares of any class, for money, services or property either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares which may be acquired on the exercise of any outstanding Options or the Exercise Price under such Options.

ARTICLE 5

MISCELLANEOUS PROVISIONS

5.1 Legal Requirement: The Company shall not be obligated to grant any Options if the issuance or exercise thereof would constitute a violation by the Participants or the Company of any provisions of any applicable valid statutory or regulatory enactment. The grant of Options that are subject to Section 409A of the Code shall be granted under terms and conditions consistent with Treasury Regulation Section 1.409-1(b)(5).  In this regard, notwithstanding any provision of the Plan or an Option award to the contrary, if any Option award provided under this Plan is subject to the provisions of Section 409A of the Code, the provisions of the Plan and any applicable Option award shall be administered, interpreted and construed in a manner necessary in order to comply with Section 409A of the Code or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed), and the Board shall have the authority to unilaterally amend, in its discretion, any Option award to comply with Section 409A of the Code.  Although it is the intent of the Company and the Plan and awards hereunder, to the extent the Board deems appropriate and to the extent applicable, comply with Sections 162(m) and 409A of the Code: (a) none of the Company, the Board or Committee warrants that any awards under this Plan will qualify for favourable tax treatment under any provision of the federal, state, local U.S. laws or non-U.S. laws; and (b) in no event shall any member of the Board or the Committee or the Company (or its employees, officer or directors) have any liability to any Participant (or any other person) due to the failure of an award to satisfy the requirements of Sections 162(m) or 409A of the Code or for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise or payment of any award under this Plan.

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5.2 Rights of Participant: The Plan shall not give any employee the right to be employed by the Company or to continue to be employed by the Company. No Participant shall have any rights as a shareholder of the Company in respect of Shares issuable on the exercise of rights to acquire Shares under any Option or Shares issuable pursuant to Section 3.1(c) hereof until the allotment and issuance to the Participant of certificates representing such Shares.

5.3 Interpretation: Whenever the Board is to exercise its discretion in the administration of terms and conditions of this Plan the term “discretion” shall mean the “sole and absolute discretion” of the Board.

5.4 Amendment or Discontinuance:

(a) The Board may amend, suspend or terminate the Plan, in whole or in part, at any time, and, if suspended or terminated, the Plan shall govern the rights and obligations of the Company and the holders of Options, as applicable, with respect to all then outstanding Options, provided that no such amendment, suspension or termination may

i. be made without obtaining any necessary regulatory or shareholder approvals; or

ii. adversely affect the rights of any Participant who holds Options at the time of any such amendment, as determined by the Board acting in good faith, without the consent of the Participant.

(b) Notwithstanding Section 5.4(a), approval by a majority of votes cast by holders of Shares present and voting person or by proxy at a meeting of shareholders of the Company shall be required for the following:

i. any increase in the maximum number of Shares issuable by the Company under the Plan pursuant to Section 2.4(a);

ii. any amendment that would reduce the Exercise Price at which Options may be granted below the minimum price currently provided for in Section 3.3 of the Plan;

iii. any amendment that would increase or delete the percentage limits on the aggregate number of Shares issuable or that could be issued to Insiders pursuant to Section 2.4(c);

iv. any amendment that would increase or delete the maximum term during which Options may be exercised pursuant to the Plan to be greater than 10 years, as set forth in Section 3.2(b);

v. subject to Section 3.2(b), any amendment that would extend the Exercise Term of any outstanding Option;

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vi. any amendment that would reduce the Exercise Price of an outstanding Option (other than as may result from adjustments contemplated by Article 4 of the Plan) including a cancellation of an Option and re-grant of an Option to the same Participant in conjunction therewith, constituting a reduction of the Exercise Price of the Option;

vii. any exchange for cash or other entitlements, by the Company and a Participant, of an Option for which the Exercise Price is equal to, or less than, the fair market value of a Share on the date of such exchange;

viii. any amendment that would permit transfers or assignments to persons not currently permitted under the Plan;

ix. any amendment to the definition of “Participant” or any amendment that would expand the scope of those persons eligible to participate in the Plan;

x. any amendment to increase or delete the Value of Options granted or the percentage limit relating to Shares issuable, in each case, to Non-Executive Directors in Section 2.4(d);

xi. any amendment to Section 2.4(f) that would allow the Board to reduce the aggregate number of Shares that may be issued under this Plan in respect of the exercise of a Share Appreciation Right by less than one whole Share;

xii. amend the Plan to provide for other types of compensation through equity issuance; and

xiii. amend this Section 5.4(b) or Section 5.4(a), other than as permitted by the requirements of each Exchange on which the Shares are listed and posted for trading.

(c) For greater certainty, the Board may, subject to Section 5.4(a), from time to time, by resolution, make any amendments to the Plan or any Option granted under the Plan, other than the items specified in Section 5.4(b), without shareholder approval.

5.5 Indemnification: Every director of the Company shall at all times be indemnified and saved harmless by the Company from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, which such director may sustain or incur by reason of any action, suit or proceeding, proceeded or threatened against the director, otherwise than by the Company, for or in respect of any act done or omitted by the director in respect of the Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgement

13

rendered therein; provide the act was done or omitted by the director in good faith.

5.6 Effective Date: The Plan is effective as of the date on which it has been approved by the Board and by the shareholders of the Company, as applicable.

5.7 Governing Law: The Plan and, unless otherwise explicitly so provided in the Option Agreement, all Option Agreements shall be governed and interpreted in accordance with the laws of the Province of Ontario and any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of Ontario.

5.8 Withholding:  The Company may withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to Options hereunder (“Withholding Obligations”).  The Company shall also have the right in its discretion to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Participant or causing any Participant to sell such number of Shares issued to the Participant sufficient to fund the Withholding Obligations (after deducting any commissions payable to the broker).  The Company may require a Participant, as a condition to exercise of an Option, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations on terms and conditions determined by the Company in its sole discretion, including, without limitation, requiring the Participant to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; or (iii) cause a broker who sells Shares acquired by the Participant under the Plan on behalf of the Participant to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company.

SCHEDULE A

THE DESCARTES SYSTEMS GROUP INC.

EXERCISE NOTICE/STOCK OPTION PLAN SUBSCRIPTION AGREEMENT

To:The Chair of The Descartes Systems Group Inc.

Date:_________________ ____, 20__

Re:The Descartes Systems Group Inc. Stock Option Plan

I refer to the option granted to me on _______________ __, 20__, pursuant to The Descartes Systems Group Inc. Stock Option Plan wherein I was granted an option to subscribe for and purchase fully paid and non-assessable common shares in the capital of The Descartes Systems Group Inc. (the “Company”) [and Share Appreciation Rights].

In the exercise of my rights under the said option, I hereby subscribe for _______ fully paid and non-assessable common shares in the capital of the Company at $_________ per share in lawful money of Canada, payment for which in the aggregate amount of $________ accompanies this subscription. [/I hereby exercise Share Appreciation Rights in respect of the said option by surrendering to the Company, unexercised, the right to subscribe for _______ fully paid and non-assessable common shares in the capital of the Company in return for a cash payment equal to the fair market value of a common share of the Company on the date on which the Company gives effect to this Exercise Notice, determined in accordance with Section 3.1(b) of the Plan, minus the Exercise Price under the above-noted option, net of applicable withholding taxes and other source deductions.  I acknowledge the Company’s right to provide me with common shares of the Company with a value equal to all or a portion of the cash amount otherwise payable to me upon this exercise of my Share Appreciation Rights in accordance with Section 3.1(c) of the Plan.]

Where shares are issued to me, will you please cause such shares to be certified and registered as follows:

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

(Insert full name and address of purchaser including postal code)

and forward the relevant certificate or certificates to the registered holder at the address shown above.

Yours very truly,

____________________________________

(Signature)

____________________________________

(Name of Optionee - Please Print)

____________________________________

(Capacity - complete only if other than

the Participant (e.g. personal legal

representative or trustee)

SCHEDULE B

THE DESCARTES SYSTEMS GROUP INC.

STOCK OPTION PLAN OPTION AGREEMENT

To:_______________________________

Date:_________________  __, 20__

Re:The Descartes Systems Group Inc. Stock Option Plan

Attached hereto is a copy of The Descartes Systems Group Inc. Stock Option Plan (the “Plan”) which has been approved by the Board of Directors and shareholders of The Descartes Systems Group Inc. (the “Company”).

This is to advise you that you are entitled to participate in the Plan and have been granted options on _________ common shares (the “Shares”) in the capital of the Company [and share appreciation rights].

1. The option price of the Shares is $________ per share.

2. Your option [and share appreciation rights] may be exercised in whole or in part, subject to the vesting rules described below, at any time or from time to time, up to and including, but not after, ______________ __, 20__, on which date your option [and share appreciation rights], unless earlier terminated by reason of your death or ceasing to be a Participant (as defined in the Plan), shall expire:

[insert vesting rules]

3. The terms and conditions of the Plan are hereby deemed to be incorporated into and to form part hereof.

4. With respect to the exercise of an option, no share certificates representing such Shares shall be delivered until payment for the Shares has been made in full.

If you desire to accept this option [and share appreciation rights], please so indicate in the space below. Please note that acceptance does not constitute an exercise of the option [or share appreciation rights]. Options [or share appreciation rights] must be exercised in accordance with the terms and conditions of the Plan by completing and submitting a subscription substantially in the form of Schedule A annexed to the Plan, accompanied by, [in the case of Options,] payment in full of the option price of the Shares in respect of which the said option is then being exercised.

THE DESCARTES SYSTEMS GROUP INC.

by:_________________________________

I hereby desire to accept the above option [and share appreciation right] and

agree to the terms and the conditions hereinbefore

set forth including the terms and conditions of the Plan.

____________________________________

(Name of Participant)

EX-99.2

Exhibit 99.2

The Descartes Systems Group Inc.

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

Effective April 30, 2012 and amended and restated as at June 1, 2017

Table of Contents

Page

SECTION 1.	INTERPRETATION AND ADMINISTRATIVE PROVISIONS	1
1.1	Purpose	1
1.2	Definitions	1
1.3	Effective Date of Plan	5
1.4	Common Shares Reserved for Issuance	5
SECTION 2.	ADMINISTRATION	6
2.1	Administration of the Plan	6
2.2	Governing Law	6
2.3	Determination of Value if Common Shares Not Publicly Traded	6
2.4	Taxes and Other Source Deductions	7
2.5	U.S. Participant	7
2.6	Tax Consequences	7
SECTION 3.	SHARE UNITS	7
3.1	Awards of Share Units	7
3.2	Election to Defer Annual Incentive Compensation	8
3.3	Crediting of Share Units and Dividend Share Units	8
3.4	Redemption Date Notice	8
3.5	Redemption of Share Units	9
3.6	Effect of Redemption of Share Units.	9
3.7	Reporting of Share Units	9
SECTION 4.	PERFORMANCE SHARE UNITS	9
4.1	Vesting Date	9
4.2	Performance Vesting.	9
4.3	Resignation and Termination for Just Cause	10
4.4	Termination Without Just Cause	10
4.5	Death, Disability or Retirement of Participant	10
4.6	Termination following a Corporate Transaction	10
SECTION 5.	RESTRICTED SHARE UNITS	10
5.1	Vesting Date	10
5.2	Resignation and Termination for Just Cause	11
5.3	Termination Without Just Cause	11

Table of Contents

(continued)

Page

5.4	Death, Disability or Retirement of Participant	11
5.5	Termination Following a Corporate Transaction	11
SECTION 6.	GENERAL	11
6.1	Capital Adjustments	11
6.2	Amendment, Suspension, or Termination of Plan	12
6.3	Non-Exclusivity	13
6.4	Unfunded Plan	13
6.5	Successors and Assigns	13
6.6	Transferability of Awards	13
6.7	Effect of Corporate Transaction	13
6.8	No Special Rights	13
6.9	Other Employee Benefits	14
6.10	Tax Consequences	14
6.11	No Liability	14

THE DESCARTES SYSTEMS GROUP INC.
PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

Section 1. Interpretation and Administrative Provisions

1.1Purpose

The purposes of the Plan are to: (i) support the achievement of the Corporation’s performance objectives; (ii) ensure that interests of key persons are aligned with the success of the Corporation; (iii) provide compensation opportunities to attract, retain and motivate senior management critical to the long-term success of the Corporation and its subsidiaries; and (iv) mitigate exessive risk taking by the Corporation’s key employees.

1.2Definitions

For the purposes of the Plan, the following terms have the following meanings:

“Adjustment Factor” means the Adjustment Factor set out in the Grant Agreement for an award of Performance Share Units.

“Affiliate” means any entity that is an “affiliate” for purposes of the Canadian Securities Administrators National Instrument 45-106 Prospectus and Registration Exemptions, as amended from time to time.

“Applicable Withholdings” means all income taxes and statutory amounts required to be withheld by a Participating Company in respect of any Share Units.

“Award Date” means the date that incentive compensation is paid to a Participant under the Corporation’s annual incentive plan.

“Board” means the board of directors of the Corporation.

“Canadian Participant” means any Participant who is not a U.S. Participant and who is a Canadian resident for tax purposes.

“Change of Control“shall be deemed to have occurred if (i) any person (as defined in the Securities Act (Ontario)) becomes, after the date hereof, the owner or “beneficial owner” (as defined in the Securities Act (Ontario)), directly or indirectly, of securities of the Corporation representing 50% or more of the combined voting power of the Corporation’s then outstanding securities; (ii) during any two year period, individuals who at the beginning of such period constitute the Board, including for this purpose any additional director whose election was approved by a vote of a majority of the directors then in office or who were appointed by the directors then in office, cease for any reason to constitute a majority thereof; (iii) the Corporation consummates a merger, amalgamation, arrangement or consolidation of the Corporation or other similar transaction with or into another corporation (a “Reorganization”), the result of which is that the shareholders of the Corporation at the time of the execution of the agreement

-2-

relating to the Reorganization own less than 50% of the total equity of the corporation surviving or resulting from the Reorganization or of a corporation owning, directly or indirectly, 100% of the total equity of such surviving or resulting corporation; or (iv) the sale in one or a series of transactions of all or substantially all of the assets of the Corporation, other than to an entity which was an Affiliate of the Corporation prior to the sale

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations promulgated thereunder.

“Committee” means the Compensation Committee of the Board or such other committee as the Board designates from time to time.

“Common Share” means a common share of the Corporation.

“Corporate Transaction” means any (i) Change in Control, (ii) capital reorganization, (iii) amalgamation, (iv) offer for Common Shares, where the Common Shares subject to the offer, together with the offeror’s Common Shares and Common Shares of any person or Corporation acting jointly or in concert with the offeror, constitute in the aggregate 20% or more of the Common Shares; (v) acquisition by a person of Common Shares such that the Common Shares acquired, together with the person’s Common Shares and Common Shares of any person or corporation acting jointly or in concert with such person, constitute in the aggregate 20% or more of the Common Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Common Shares that represent a greater percentage than the first-mentioned person; (vi) sale of all or substantially all of the assets of the Corporation or any Subsidiary; (vii) arrangement, plan of arrangement or other scheme or reorganization, or (viii) extraordinary distributions to shareholders, including extraordinary cash dividends, dividends in kind and return of capital;

“Corporation” means The Descartes Systems Group Inc.

“Descartes Performance” for each Performance Period means, unless otherwise determined by the Committee: (i) the Fair Market Valueof a Common Share as at the last day of the Performance Period, plus (ii) the amount of all dividends declared on a Common Share during the Performance Period divided by (iii) the Fair Market Value of a Common Share on the first day of the Performance Period.

“Disability” means the termination of the Participant’s employment at a time when the Participant is eligible for long term disability benefits under the Corporation’s long term disability program.

“Dividend Performance Share Unit” has the meaning set out in Section 3.3.

“Dividend Restricted Share Unit” has the meaning set out in Section 3.3.

“Dividend Share Unit” means a Dividend Performance Share Unit or a Dividend Restricted Share Unit.

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“Election Notice” means a notice substantially in the form set out as Schedule C, as amended by the Committee from time to time.

“Eligible Person” means any employee or officer of a Participating Company and includes any such person who is on a leave of absence authorized by a Participating Company (which shall include all statutory leaves of absence).

“Expiry Date” means the date set out in the Grant Agreement.

“Fair Market Value” means the volume weighted average trading price of a Common Share of the Corporation or a common share of a Peer Group company, as applicable, on the principal stock exchange on which such common shares are traded for the 5 trading days immediately preceding the applicable day (calculated as the total value of common shares traded over the 5 day period divided by the total number of common shares traded over the 5 day period).

“Grant Agreement” means an agreement substantially in the form set out as Schedule A, in the case of Performance Share Units and substantially in the form set out as Schedule B, in the case of Restricted Share Units, each as amended by the Committee from time to time.

 “Grant Date” means the date the Board completes all requisite actions required to approve the grant of a Performance Share Unit.

“Grant Term” has the meaning set out in the Grant Agreement for Restricted Share Units.

“Just Cause” has the meaning set out in the employment agreement of the Participant, if applicable, and otherwise means the Participant (i) willfully fails to perform his duties with the Corporation; (ii) commits theft, fraud, dishonesty or misconduct involving the property, business or affairs of the Corporation or any of its affiliates or in the performance of his/her duties: (iii) willfully breaches or fails to follow any material term of his or her employment agreement; (iv) is convicted of a crime which constitutes an indictable offence; or (v) engages in conduct which would be treated as cause by a court of competent jurisdiction in the jurisdiction in which the Participant is employed.

“Participant” means any Eligible Person to whom a Share Unit is granted.

“Participating Company” means the Corporation, and such of its Affiliates as are designated by the Board from time to time.

“Peer Group” means that group of companies determined by the Committee for a Performance Period and set out in the Grant Agreement. The Peer Group for an outstanding award of Performance Share Units may be amended by the Committee from time to time during the Performance Period, to reflect material changes to the Corporation or any member of the Peer Group.

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“Peer Group Performance” for each Performance Period means, unless otherwise determined by the Committee, for each Peer Company, the (i) the Fair Market Valueof a common share of the Peer Company as at the last day of the Performance Period; plus (ii) the amount of all dividends declared on a common share of the Peer Company during the Performance Period; divided by (iii) the Fair Market Value of a common share of the Peer Company on the first day of the Performance Period.

“Performance Period” means the period commencing February 1 of the year in respect of which a grant of Performance Share Units is made and ending on January 31, 36 months following the commencement of the Performance Period.

“Performance Share Unit” means a right granted to an Eligible Person to receive, as set out in the Plan, a Common Share or, at the election of the Participant and subject to the Corporation’s consent, the cash equivalent of a Common Share, based on the achievement of the performance criteria set out in the Plan or the applicable Grant Agreement.

“Plan” means The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan as amended from time to time.

“Redemption Date” means the date elected by a Canadian Participant pursuant to Section 3.4(a) and the date elected by a U.S. Participant pursuant to section 3.4(b).

“Redemption Notice” mean a notice substantially in the form set out as Schedule D as amended by the Committee from time to time

“Relative Performance” for each Performance Period means, unless otherwise determined by the Committee, the percentile ranking of the Descartes Performance relative to the Peer Group Performance for each Peer Company.

“Restricted Share Unit” means a right granted to an Eligible Person to receive, as set out in the Plan, a Common Share or, at the election of the Participant and subject to the Corporation’s consent, the cash equivalent of a Common Share.

“Retirement” means the cessation of the employment of a Participant with the Participating Company which is deemed to be a retirement by a resolution of the Committee in its sole discretion.

“Separation from Service” means, with respect to a U.S. Participant, the first date on or after the U.S, Participant’s Termination Date on which the Participant has a separation from service under Treasury Regulation Section 1.409A-1(h).

“Share Unit” means a Performance Share Unit or a Restricted Share Unit

“Share Unit Account” means the notional account maintained for each Participant to which Share Units are credited.

“Share Unit Amount” has the meaning set out in Section 3.5

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“Termination Date” means the date a Participant ceases to be an Eligible Person and does not include any period of statutory, contractual or reasonable notice of termination of employment or any period of salary continuance or deemed employment.

“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

“U.S. Participant” means, any Participant who is a United States citizen or United States resident alien as defined for purposes of Code Section 7701(b)(1)(A).

 “Vested Performance Share Unit” has the meaning set out in Section 4.2.

“Vested Restricted Share Unit” has the meaning set out in Section 5.1.

“Vested Share Unit” means a Vested Performance Share Unit or a Vested Restricted Share Unit.

“Vesting Date” means the date or dates designated in the Grant Agreement, or such earlier date as is provided for in the Plan or is determined by the Committee.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders.

1.3Effective Date of Plan

The effective date of the Plan shall be April 30, 2012.

1.4Common Shares Reserved for Issuance

(a) A maximum of Two Million Five Hundred and Eighty Seven Thousand Five Hundred (2,587,500) Common Shares are available for issuance under this Plan, provided that Common Shares reserved for issuance pursuant to Share Units which are cancelled or terminated without having been redeemed will again be available for issuance under this Plan and also provided that the Common Shares underlying Share Units which are redeemed for cash will not again be available for issuance under this Plan.

(b) Under no circumstances may the Plan, together with all of the Corporation’s other previously established or proposed security-based compensation arrangements result, at any time, in the number of Common Shares reserved for issuance pursuant to Share Units and/or other units or stock options to any one person exceeding 5% of the outstanding issue.

(c) Any insider and that insider’s associates may not, within a 12 month period, be issued a number of Common Shares under the Plan and/or under any other security-based compensation arrangement of the Corporation exceeding 5% of the outstanding issue.

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(d) The aggregate number of Common Shares issued to insiders of the Corporation within any 12 month period, or issuable to insiders of the Corporation at any time, under the Plan and any other security-based compensation arrangement of the Corporation may not exceed 10% of the total number of issued and outstanding Common Shares of the Corporation at such time.

(e) The terms “security-based compensation arrangement” and “insider” have the meanings attributed thereto in the Toronto Stock Exchange Company Manual.

Section 2. Administration

2.1Administration of the Plan

Subject to the Committee reporting to the Board on all matters relating to this Plan and obtaining approval of the Board for those matters required by the Committee’s mandate, this Plan will be administered by the Committee which has the sole and absolute discretion to: (i) recommend to the Board grants of Share Units to Eligible Persons; (ii) interpret and administer the Plan; (iii) establish, amend and rescind any rules and regulations relating to the Plan; (iv) determine which Participating Company will grant Share Units; (v) establish  conditions to the vesting of Share Units; (vi) set, waive and amend performance targets; and (vii) make any other determinations that the Committee deems necessary or desirable for the administration of the Plan.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable.  Any decision of the Committee with respect to the administration and interpretation of the Plan shall be conclusive and binding on the Participants.

To the extent that any Share Unit granted to a U.S. Participant is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, such Share Unit shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Code Section 409A.  If any provision of the Plan contravenes Code Section 409A or could cause the U.S. Participant to incur any tax, interest or penalties under Code Section 409A, the Committee may, in its sole discretion and without the U.S. Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Code Section 409A, or to avoid incurring taxes, interest or penalties under Code Section 409A, and otherwise  (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Participant of the applicable provision without materially increasing the cost to any Participanting Company or contravening Code Section 409A.  However, the Corporation shall have no obligation to modify the Plan or any Share Unit and does not guarantee that Share Units will not be subject to taxes, interest and penalties under Code Section 409A.

2.2Governing Law

The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

2.3Determination of Value if Common Shares Not Publicly Traded

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Should Common Shares no longer be publicly traded at the relevant time such that the Fair Market Value cannot be determined in accordance with the formula set out in the definition of that term, the Fair Market Value of a Common Share shall be determined by the Board in its sole discretion.

2.4Taxes and Other Source Deductions

 A Participating Company shall be authorized to deduct from any amount to be paid or credited hereunder any Applicable Withholdings  in such manner as the Coropration determines, to the extent such Applicable Withholdings are not datisfied through the sale of Shares as provided in Section 3.5.

2.5U.S. Participant

Notwithstanding any other provision of the Plan to the contrary:

(a) If at the time of Separation from Service the Company’s stock is publicly traded on an established securities market or otherwise, each U.S. Participant who is a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), shall not receive any payment under the Plan until the first day of the seventh month following the date of such Participant’s Separation from Service (or, if earlier, the date of death).

(b) The acceleration of the time of any payment under the Plan is prohibited except as provided in Treasury Regulation Section 1.409A-3(j)(4) and administrative guidance promulgated under Section 409A of the Code.

2.6Tax Consequences

It is the responsibility of the Participant to complete and file any tax returns which may be required under Canadian, U.S. or other applicable jurisdiction’s tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan.  No Participating Company shall be held responsible for any tax consequences to a Participant as a result of the Participant’s participation in the Plan.

Section 3. Share Units

3.1Awards of Share Units

The Board may grant Share Units to Eligible Persons in its sole discretion.  The award of a Share Unit to an Eligible Person at any time shall neither entitle such Eligible Person to receive nor preclude such Eligible Person from receiving a subsequent grant of Share Units and shall not restrict in any way the right of any Participating Company to terminate the Eligible Person's employment.

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3.2Election to Defer Annual Incentive Compensation

An Eligible Person may elect to defer compensation to be received under the Corporation’s annual incentive program in the form of Restricted Share Units, by delivering to the Corporation an Election Notice not later than December 31 of the year preceeding the first date of any period of services over which any compensation to be received under the annual incentive program would be earned An Eligible Person who elects to defer incentive compensation in the form of Restricted Share Units will be awarded the number of Restricted Share Units determined by dividing the dollar amount of incentive compensation to be deferred by the Fair Market Value of a Common Share as at the Award Date. Elections pursuant to this section, when made, shall be irrevocable and may not be made during a period when the Eligible Person is prohibited from trading in securities of the Corporation by the Corporation’s disclosure and insider trading policy. If an election in respect of a year has not been or cannot be made by an Eligible Person, the election made by the Eligible Person in respect of the preceding year shall remain in effect.

3.3Crediting of Share Units and Dividend Share Units

Share Units granted to a Participant shall be credited to the Participant’s Share Unit Account on the Grant Date.  Each grant of Share Units must be confirmed by a Grant Agreement signed by the Corporation and the Participant.  From time to time, a Participant’s Share Unit Account shall be credited with Dividend Share Units in the form of additional Performance Share Units (“Dividend Performance Share Units”) in respect of outstanding Performance Share Units or Restricted Share Units(“Dividend Restricted Share Units”) in repect of outstanding Restricted Share Units on each dividend payment date in respect of which normal cash dividends are paid on Shares.  Such Dividend Share Units shall be computed as:

(a) the amount of the dividend declared and paid per Common Share multiplied by the number of Performance Share Units and Restricted Share Units, as applicable, recorded in the Participant’s Share Unit Account on the date for the payment of such dividend, divided by

(b) the Fair Market Value of a Common Share as at the dividend payment date

3.4Redemption Date Notice

Participants shall elect a Redemption Date for Share Units as follows:

a) Canadian Participants may elect at any time to redeem Vested Share Units on any date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date (the “Redemption Date”); and

b) U.S. Participants shall elect to redeem Vested Share Units on a fixed date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date (the “Redemption Date”) provided that such election must be irrevocably made prior to the earlier of: (i) receipt by the U.S. Participant of each award of Share Units; and (ii) the first day of the taxable year of the U.S. Participant in which the Performance Period, or other period over whixh the awards is to be earned and vests, begins. For this purpose a “fixed date” may include any permissible payment event under Section 409A of the Code, or

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example, Separation form Service or a Corporate Transaction (if also a change of control for purposes of Section 409A of the Code). .

Provided that if the Participant does not elect a Redemption Date in respect of an award of Share Units, the Share Units shall be redeemed on the Expiry Date.

3.5Redemption of Share Units

The Company shall redeem the Vested Share Units elected to be redeemed by the Participant on the earlier of the elected Redemption Date and the date set out in Section 4, in the case of Performance Share Units and Section 5, in the case of Restricted Share Units, by: (i) issuing to the Participant the number of Common Shares equal to  one Common Share for each whole Vested Share Unit elected to be redeemed and delivering to the Participant (A) such number of Commmon Shares; less (B) the number of Common Shares with a Fair Market Value equal to the Applicable Withholdings; or (ii) at the election of the Participant and subject to the consent of the Corporation, paying to the Participant an amount (the “Share Unit Amount”) equal to: (A) the number of Vested Share Units elected to be redeemed multiplied by (B) the Fair Market Value minus (C) Applicable Withholdings; or (iii) a combination of (i) and (ii).  In the case of a redemption under section (i), the number of Common Shares with a Fair Market Value equal to the Applicable Withholdings shall be sold on behalf of the Participant and the proceeds of such sale remitted by the Corporation to the appropriate  taxation authorities. The Common Shares shall be issued and/or the Share Unit Amount shall be paid as a lump-sum by the Company within ten business days of the Redemption Date.

Notwithstanding anything to the contrary in this Section, the Corporation shall redeem each U.S. Participant’s Vested Performance Share Units and make a lump-sum payment or transfer Common Shares to the U.S. Participant no later than the earlier of the Redemption Date and the date the U.S. Participant has a Separation from Service.

3.6Effect of Redemption of Share Units.

A Participant shall have no further rights respecting any Vested Share Unit which has been redeemed in accordance with the Plan.

3.7Reporting of Share Units

Statements of the Share Unit Accounts will be made available to Participants at least annually.

Section 4. Performance Share Units

4.1Vesting Date

Performance Share Units shall vest on the Vesting Date, conditional on the satisfaction of any additional vesting conditions established by the Committee from time to time.  Dividend Performance Share Units shall vest at the same time and in the same proportion as the associated Performance Share Units.

4.2Performance Vesting.

The number of Performance Share Units which vest on a Vesting Date (each, a “Vested Performance Share Unit”) is the number of Performance Share Units and Dividend

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Performance Share Units scheduled to vest on such Vesting Date multiplied by the Adjustment Factor.

4.3Resignation and Termination for Just Cause

If the employment of a Participant is terminated due to resignation by the Participant or by the Corporation for Just Cause, the Participant shall forfeit all rights, title and interest with respect to Performance Share Units and the related Dividend Share Units which are not Vested Performance Share Units at the Participant’s Termination Date. All Vested Performance Share Units will be redeemed as at the Participant’s Termination Date.

4.4Termination Without Just Cause

If the employment of a Participant is terminated by the Corporation without Just Cause, a pro-rata portion of the Participant’s unvested Performance Share Units and related Dividend Share Units shall vest immediately prior to the Participant’s Termination Date, based on the number of complete months from the first day of the Performance Period to the Termination Date divided by the number of months in the Performance Period and using an Adjustment Factor of 1.0. The Participant’s Vested Performance Share Units shall be redeemed as at the Participant’s Termination Date. The Participant shall forfeit all rights, title and interest with respect to Performance Share Units and Dividend Share Units which are not Vested Performance Share Units at the Participant’s Termination Date.

4.5Death, Disability or Retirement of Participant

If the employment of a Participant is terminated by the death or Disability of the Participant or the Participant has a Retirement, all of the Participant’s Performance Share Units and related Dividend Share Units shall vest immediately prior to the date of the Participant’s death, Disability or Retirement using an Adjustment Factor of 1.0 and shall be redeemed as at the date of death, Disability or Retirement.

4.6Termination following a Change of Control

Notwithstanding anything in this Section to the contrary, if the employment of a Participant is terminated by the Corporation without Just Cause or if the Participant resigns in circumstances constituting constructive termination, in each case, within twelve months following a Change of Control, all of the Participant’s Performance Share Units and related Dividend Share Units shall vest immediately prior to the Participant’s Termination Date using an adjustment factor of 1.0 and shall be redeemed as at the Termination Date.

Section 5. Restricted Share Units

5.1Vesting Date

Each Restricted Share Unit shall vest (become a “Vested Restricted Share Unit”) on the Vesting Date, conditional on the satisfaction of any additional vesting conditions established by the Committee from time to time.  Dividend Restricted Share Units shall vest at the same time and in the same proportion as the associated Restricted Share Units.

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5.2Resignation and Termination for Just Cause

If the employment of a Participant is terminated due to resignation by the Participant or by the Corporation for Just Cause, the Participant shall forfeit all rights, title and interest with respect to Share Units and Dividend Share Units which are not Vested Performance Share Units at the Participant’s Termination Date. All Vested Performance Share Units will be redeemed as at the Participant’s Termination Date.

5.3Termination Without Cause

If the employment of a Participant is terminated by the Corporation without Just Cause, a pro-rata portion of the Participant’s unvested Restricted Share Units and related Dividend Share Units shall vest immediately prior to the Participant’s Termination Date, based on the number of months from the first day of the Grant Term to the Termination Date divided by the number of months in the Grant Term. The Participant’s Vested Restricted Share Units shall be redeemed as at the Participant’s Termination Date. The Participant shall forfeit all rights, title and interest with respect to Restricted Share Units and Dividend Share Units which are not Vested Restricted Share Units at the Participant’s Termination Date.

5.4Death, Disability or Retirement of Participant

If the employment of a Participant is terminated by the death or Disability of the Participant or the Participant has a Retirement, all of the Participant’s Restricted Share Units and related Dividend Share Units shall vest immediately prior to the date of the Participant’s death, Disability or Retirement and shall be redeemed as at the date of death, Disability or Retirement.

5.5Termination Following a Change of Control

Notwithstanding anything in this Section to the contrary, if the employment of a Participant is terminated by the Corporation without Just Cause or if the Participant resigns in circumstances constituting constructive termination, in each case, within twelve months following a Change of Control, all of the Participant’s Restricted Share Units and related Dividend Share Units shall vest immediately prior to the Participant’s Termination Date and shall be redeemed as at the Termination Date.

Section 6. General

6.1Capital Adjustments

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting Common Shares, the Committee will make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change (for the purpose of preserving the value of the Share Units), with respect to (i) the number or kind of shares or other securities on which the Share Units and Dividend Share Units are based; and (ii) the number of Share Units and Dividend Share Units; provided, however, that no substitution or adjustment will obligate the Corporation to issue or sell fractional shares.

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6.2Amendment, Suspension, or Termination of Plan

No new awards may be made under the Plan after the 10^th anniversary of the Effective Date. The Board may amend, suspend or terminate the Plan, or any portion thereof, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange), if any, that require the approval of shareholders or any governmental or regulatory body. The Board may make any amendments to the Plan without seeking shareholder approval except the following amendments for which Shareholder approval will be required:

(a) amendments to the number of Common Shares issuable under the Plan, including an increase to a fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage;

(b) any amendment expanding the categories of Eligible Person which would have the potential of broadening or increasing insider participation, including, without limitation, any amendment to the categories of Eligible Person which would introduce or re-introduce a member of the Board who is not also an employee or officer of a Participating Company;

(c) any amendment extending the term of a Share Unit or any rights pursuant thereto held by an insider beyond its original expiry date;

(d) the addition of any other provision which results in participants receiving Common Shares while no cash consideration is received by the Company;

(e) any amendment which would permit awards granted under the Plan to be transferable or assignable other than for normal estate settlement purposes;

(f) any amendments to this section 6.2; and

(g) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and Nasdaq Stock Market).

If this Plan is terminated, the provisions of this Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of this Plan, will continue in effect as long as a Share Unit or any rights pursuant thereto remain outstanding.  However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or the Share Units it would be entitled to make if the Plan were still in effect

The Board may amend or modify any outstanding Share Unit in any manner to the extent that the Board would have had the authority to initially grant the award as so modified or amended, provided that, where such amendment or modification is adverse to the holder, the consent of the holder is required to effect such amendment or modification.

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6.3Non-Exclusivity

Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements for the benefit of any Participant, subject to any required regulatory or shareholder approval.

6.4Unfunded Plan

To the extent any individual holds any rights under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured general creditor of the Corporation.

6.5Successors and Assigns

The Plan shall be binding on all successors and assigns of the Participating Companies and each Participant, including without limitation, the legal representative of a Participant, or any receiver or trustee in bankruptcy or representative of the creditors of a Participating Company or a Participant.

6.6Transferability of Awards

Rights respecting Share Units and Dividend Share Units shall not be transferable or assignable other than by will or the laws of descent and distribution.

6.7Effect of Corporate Transaction

Notwithstanding any other provision of this Plan, in the event of a Corporate Transaction of the Corporation, any surviving, successor or acquiring entity shall assume any outstanding Share Units or shall substitute similar share units for the outstanding Share Units.  If the surviving, successor or acquiring entity does not assume the outstanding Share Units or substitute similar share units for the outstanding Share Units, or if the Committee otherwise determines in its sole discretion, the Corporation shall give written notice to all Participants advising that the Plan shall be terminated effective immediately prior to the Corporate Transaction and all Restricted Share Units shall be deemed to be Vested Restricted Share Units and a specified number of outstanding Performance Share Units shall be deemed to be Vested Performance Share Units and shall be redeemed as of the termination date of the Plan.  The number of Performance Share Units which are deemed to be Vested Performance Share Units shall be determined in the Commitee’s discretion using an Adjustment Factor of not less than 1.0 and not more than 2.0. Solely for purposes of this Section 6.7, with respect to an outstanding Share Unit that is considered a deferral of compensation under Code Section 409A and Treas. Reg. Section 1.409A-1(b), the term Corporate Transaction shall have the meaning ascribed to the term “change in control event” under Treas. Reg. Section 1.409A-3(i)(5).

6.8No Special Rights

Nothing contained in the Plan or in any Share Unit or Dividend Share Unit will confer upon any Participant any right to the continuation of the Participant’s employment by a Participating Company or interfere in any way with the right of any Participating Company at any time to

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terminate that employment or to increase or decrease the compensation of the Participant.  Share Units and Dividend Share Units shall not be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares, nor shall any Participant be considered the owner of Common Shares.

6.9Other Employee Benefits

The amount of any compensation deemed to be received by a Participant as a result of the redemption of any Share Unit will not constitute compensation with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, insurance or salary continuation plan, except as otherwise specifically determined by the Committee.

6.10Tax Consequences

It is the responsibility of the Participant to complete and file any tax returns which may be required under Canadian, U.S. or other applicable jurisdiction’s tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan.  No Participating Company shall be held responsible for any tax consequences to a Participant as a result of the Participant’s participation in the Plan.

6.11No Liability

No Participating Company shall be liable to any Participant for any loss resulting from a decline in the market value of any Common Shares.

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SCHEDULE A

THE DESCARTES SYSTEMS GROUP INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

GRANT AGREEMENT FOR PERFORMANCE SHARE UNITS

[Name of Employee] (the “Participant”)

Pursuant to The Descarates Systems Group Inc. Performance and Restricted Share Unit Plan effective April 30, 2012 and amended and restated as at June 1, 2017 (the “Plan”) and in consideration of services provided to any Participating Company by the Participant, in respect of the fiscal year ended January 31, [201X], The Descartes Systems Group Inc. hereby grants to the Participant Performance Share Units under the Plan.

All capitalized terms not defined in this Grant Agreement have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan.

The Adjustment Factor is determined as follows:

RELATIVE PERFORMANCE	ADJUSTMENT FACTOR
Less than the 30th percentile	0
30th percentile	.50
50th percentile	1.00
75th percentile	1.50
90th percentile	2.00

The Adjustment Factor for Relative Performance between the numbers set out above is interpolated on a straight line basis.

The Vesting Date for this award is January 31, 201X. The Performance Period for the award is February 1, [201X] to January 31, [201X]. The Expiry Date of the award is [January 31, 202X].

The Peer Companies for this award are:

[Insert Peer Group]

The Descartes Systems Group Inc. and the Participant understand and agree that the granting and redemption of these Performance Share Units and any related Dividend Performance Share Units are subject to the terms and conditions of the Plan, a copy of which is attached and, all of which are incorporated into and form a part of this Grant Agreement.For greater certainty, the Participant authorizes the sale of a sufficient number of Common Shares to pay Applicable Withholdings on the redemption of any Performance Share Units, in accordance with Section 3.5 of the Plan.

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DATED _____, [201X].	THE DESCARTES SYSTEMS GROUP INC.
	Per:	c/s

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this agreement or acquire any Performance Share Units by expectation of employment or continued employment with any Participating Company.

_____________________________

Name:

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SCHEDULE B

THE DESCARTES SYSTEMS GROUP INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

GRANT AGREEMENT FOR RESTRICTED SHARE UNITS

[Name of Employee] (the “Participant”)

Pursuant to the The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan effective April 30, 2012 and amended and restated as at June 1, 2017 (the “Plan”), and in consideration of services provided to any Participating Company by the Participant, in respect of the [201X] year, The Descartes Systems Group Inc. hereby grants to the Participant Restricted Share Units under the Plan.

All capitalized terms not defined in this Grant Agreement have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan

The Vesting Dates for this award are January 31, [201X], as to one third (1/3), January 31, [201X], as to an additional one third (1/3) and January 31, [201X], as to the final one third (1/3). The Expiry Date of the award is January 31, [202X]. The Grant Term for this award is February 1, [201X], to January 31, [201X].

Subject to any provisions to the contrary in an Election Notice, The Descartes Systems Group Inc. and the Participant understand and agree that the granting and redemption of these Restricted Share Units and any related Dividend Restricted Share Units are subject to the terms and conditions of the Plan, a copy of which is attached and, all of which are incorporated into and form a part of this Grant Agreement. For greater certainty, the Participant authorizes the sale of a sufficient number of Common Shares to pay Applicable Withholdings on the redemption of any Parformance Share Units, in accordance with Section 3.5 of the Plan.

DATED _______, [201X].	THE DESCARTES SYSTEMS GROUP INC.
	Per:	c/s

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this agreement or acquire any Performance Share Units by expectation of employment or continued employment with any Participating Company.

_____________________________

Name:

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SCHEDULE C

THE DESCARTES SYSTEMS GROUP INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

ELECTION NOTICE FOR RESTRICTED SHARE UNITS

To: The Descartes Systems Group Inc

Pursuant to The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan effective April 30, 2012 and amended and restated as at June 1, 2017 (the “Plan”), the undersigned hereby elects to receive

o ______________%;

o $_____________; or

o All of the Participant’s incentive award in excess of $___________

of the undersigned’s annual incentive award in respect of the fiscal year ending January 31, [201X], the form of Restricted Share Units under the Plan. This election is irrevocable for such annual incentive award.

Notwithstanding any other provision of the Plan or the Grant Agreement, the Restricted Share Units awarded pursuant to this Election Notice will vest immediately.

All capitalized terms not defined in this Election Notice have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan

Subject to any provisions to the contrary in this Election Notice, The Descartes Systems Group Inc. and the Participant understand and agree that the granting and redemption of these Restricted Share Units are subject to the terms and conditions of the Plan, a copy of which is attached and, all of which are incorporated into and form a part of this Election Notice.

DATE__________________________________________________

            Name:

-19-

SCHEDULE D

THE DESCARTES SYSTEMS GROUP INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

REDEMPTION NOTICE

To: The Descartes Systems Group Inc

Pursuant to The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan effective April 30, 2012 and amended and restated as at June 1, 2017 (the “Plan”), the undersigned hereby elects to redeem:

o ______________ of the undersigned’s Vested Performance Share Units and related Dividend Performance Share Units;  and

o ______________of the undersigned’s Vested Restricted Share Units and related Dividend Performance Share Units on ________________________.

The undersigned elects to redeem:

o ___________% of the Vested Share Units and related Dividend Share Units by receiving the Share Unit Amount, subject to the consent of the Corporation

All capitalized terms not defined in this Redemption Notice have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan

The undersigned  understands and agrees that the granting and redemption of these Restricted Share Units are subject to the terms and conditions of the Plan which are incorporated into and form a part of this Redemption Notice.

DATED______________________________________________________

                 Name: