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Matthew Merkley, Esq.
Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000, Commerce Court West Toronto, Ontario, Canada M5L 1A9 (416) 863-2400 |
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Laurie A. Cerveny, Esq.
Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110 (617) 341-7700 |
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(signed) “Edward J. Ryan”
Chief Executive Officer |
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(signed) “Allan Brett”
Chief Financial Officer |
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On behalf of the Board of Directors
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(signed) “Eric Demirian”
Director |
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(signed) “John J. Walker”
Director |
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Signature
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Title
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Date
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/s/ EDWARD J. RYAN
Edward J. Ryan
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Chief Executive Officer, Director
(principal executive officer) |
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July 15, 2022
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/s/ ALLAN BRETT
Allan Brett
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Chief Financial Officer
(principal financial and accounting officer) |
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July 15, 2022
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/s/ ERIC DEMIRIAN
Eric Demirian
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| | Director | | |
July 15, 2022
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/s/ DEEPAK CHOPRA
Deepak Chopra
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| | Director | | |
July 15, 2022
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/s/ DEBORAH CLOSE
Deborah Close
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| | Director | | |
July 15, 2022
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Signature
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Title
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Date
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/s/ SANDRA HANINGTON
Sandra Hanington
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| | Director | | |
July 15, 2022
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/s/ KELLEY IRWIN
Kelley Irwin
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| | Director | | |
July 15, 2022
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/s/ DENNIS MAPLE
Dennis Maple
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| | Director | | |
July 15, 2022
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/s/ CHRIS MUNTWYLER
Chris Muntwyler
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| | Director | | |
July 15, 2022
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/s/ JANE O’HAGAN
Jane O’Hagan
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| | Director | | |
July 15, 2022
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/s/ JOHN J. WALKER
John J. Walker
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| | Director | | |
July 15, 2022
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Exhibit 5.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
The Descartes Systems Group Inc.
We consent to the use of our report dated March 2, 2022, on the consolidated financial statements of The Descartes Systems Group Inc. (the “Entity”), which comprise the consolidated balance sheets as at January 31, 2022 and January 31, 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2022, and the related notes, and our report dated March 2, 2022 on the effectiveness of internal control over financial reporting as of January 31, 2022, which are incorporated herein by reference in this Registration Statement on Form F-10 and to the reference to our firm under the heading “Interest of Experts” in the prospectus.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
July 15, 2022
Toronto, Canada
Exhibit 107
Calculation of Filing Fee Tables
Form F-10
(Form Type)
The Descartes Systems Group Inc.
(Exact Name of Registrant as Specified in Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |
Fees to be paid | Equity | Common Shares | 456(b) and 457(r) |
(1) | (1) | (1) | (2) | (2) |
Equity | Preferred Shares | 456(b) and 457(r) |
(1) | (1) | (1) | (2) | (2) | |
Debt | Debt Securities | 456(b) and 457(r) |
(1) | (1) | (1) | (2) | (2) | |
Other | Subscription Receipts | 456(b) and 457(r) |
(1) | (1) | (1) | (2) | (2) | |
Other | Warrants | 456(b) and 457(r) |
(1) | (1) | (1) | (2) | (2) | |
Other | Units | 456(b) and 457(r) |
(1) | (1) | (1) | (2) | (2) | |
Fees Previously Paid | — | — | — | — | — | — | — | — |
Total Offering Amounts | (1) | (2) | (2) | |||||
Total Fees Previously Paid | — | |||||||
Total Fee Offsets | — | |||||||
Net Fee Due | (2) |
(1) | An unspecified number or amount of the securities of each identified class is being registered as may from time to time be issued at unspecified prices. |
(2) |
The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
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