Form of Proxy - Annual General Meeting to be held on June 12, 2025
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
Security Class
Holder Account Number
Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any
adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the
name of your chosen proxyholder in the space provided (see reverse).If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting
on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf
of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the
Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the
instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may
properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
1-866-732-VOTE (8683) Toll Free
Proxies submitted must be received by 10:00 am, Eastern Time, on June 10, 2025 or, in the case of any adjournment of the Meeting, not less than
48 hours, Saturday, Sundays and holidays excepted, prior to the time of the adjournment.
Appointment of Proxyholder
The undersigned holder of common shares ("Common Shares") of The
Descartes Systems Group Inc. (the “Corporation”) hereby appoint:
Edward J. Ryan, Chief Executive Officer of the Corporation, or failing this
person, J. Scott Pagan, President & Chief Operating Officer of the
Corporation (the "Management Nominees")
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If completing the appointment box above YOU MUST go to
http://www.computershare.com/descartes and provide Computershare with the name and
email address of the person you are appointing. Computershare will use this information
ONLY to provide the appointee with an invite code to gain entry to the online meeting.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been
given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Corporation to be held by way of virtual meeting
at https://meetnow.global/MSFS75W on Thursday, June 12, 2025 at 10:00 am (Eastern Time), and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors
Against
- Deepak Chopra
- Jane Mowat
- Edward J. Ryan
- Chris Muntwyler
- John J. Walker
- Dennis Maple
- Jane O'Hagan
- Laura Wilkin
2. Appointment of Auditors
Appointment of KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Corporation to hold office until
the next annual meeting of shareholders or until a successor is appointed.
- Say-on-Pay Resolution
Approval of the Say-on-Pay Resolution as set out under the heading "Advisory Vote on Executive Compensation (Say-on-Pay Vote)" of the
Corporation's Management Information Circular dated April 30, 2025.