The Descartes Systems Group Inc. (DSG) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of The Descartes Systems Group Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consent for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Eric Demirian, Chair of the Board of Directors. The floor is yours.

Good morning, everyone, and welcome to the 2025 Annual Meeting of Shareholders of The Descartes Systems Group Inc. My name is Eric Demirian, and I am Chair of the Board of Directors of the Corporation. Also with me on the line are Ed Ryan, our CEO; and Peter Nguyen, our Corporate Secretary. The remainder of the Board of Directors is also on the line, but they will not be in speaking roles today during this meeting. This meeting will be primarily focused on formal business required at an Annual Meeting of Shareholders as outlined in the notice of meeting. And then we will open it up for a question-and-answer session, should shareholders have any questions for myself as Chair or Ed as CEO. I will now ask the Corporate Secretary to provide some instructions on voting procedures and how we will handle Q&A.

Good morning, everyone. On the virtual meeting platform you are logged into, you should see 4 interactive tabs in the top-right corner of your screen. To vote on any matter, click on the Vote tab. To submit a question, click on the Q&A tab and then use the chat feature within that screen and your question will be directed to Mr. Demirian or Mr. Ryan to answer at the appropriate time. The voting screen and the Q&A screen are not activated for any of you who are logged into the virtual meeting as a guest.

The meeting will now come to order, and I will ask Peter Nguyen to act as Secretary of the meeting. Unless there is an objection, Dale Loyol of Computershare Investor Services Inc. will act as scrutineer for the meeting. During the question-and-answer portion following this meeting, we may make statements containing forward-looking information. Displayed on the screen is a cautionary statement regarding such forward-looking information. Please take a moment to review the statement, which is also available on our website. I have been advised by the Secretary that the notice calling this meeting, together with the further applicable documents, have been properly sent or otherwise provided to each requisite recipient. These materials are also posted on the Investor Relations section of the corporation's website at www.descartes.com. Accordingly, unless there's an objection, I would dispense with reading of the notice of meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance at the meeting. And accordingly, I declare that the requisite quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of notice of the meeting and scrutineers' complete report on attendance be attached to the minutes of the meeting. There are several matters that must be dealt with during the meeting. In order to expedite these matters, certain persons have been requested to put forward the applicable motions. Shareholders may make comments specific to these motions prior to the vote, but we will address any comments on general matters during the question period to be held following the meeting. Should you like to address the Chair on any motion, we encourage you to type in your question or comment in the chat feature under the Q&A tab now indicating the applicable item of formal business. If there is any discussion or question, the Secretary will read the question allowed at the appropriate time. Minutes of the last meeting of shareholders of the corporation are available to all registered shareholders upon request from the Corporate Secretary. Unless there's an objection, I will dispense with reading of the minutes of such meeting. We will conduct the votes on the matters before us by a poll. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each motion immediately or wait until conclusion of discussion on each motion prior to casting your vote. The first item of business is the presentation of the corporation's consolidated financial statements for the period ended January 31, 2025, and the auditors' reports thereon. Unless there's an objection, I will dispense with the reading of the auditors' reports. The next item of business is the election of directors. The number of directors to be elected at this meeting has been set by the corporation's Board of Directors at 9. May I have the nominations?

I have received a request from Scott Pagan, a shareholder and the President and Chief Operating Officer of the corporation, nominating each of the persons specified in the Management Information Circular delivered with the notice of meeting, namely: Deepak Chopra, Eric Demirian, Dennis Maple, Jane Mowat, Chris Muntwyler, Jane O'Hagan, Edward Ryan, John Walker and Laura Wilkin, each to serve as directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation, as required by the advanced notice provisions of the corporation's bylaws, I declare the nominations closed. Do I have a motion for the election of the proposed nominees?

Mr. Chair, I confirm that we have received a motion from Scott Pagan that the 9 persons nominated as directors be so elected.

Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion?

Mr. Chair, there is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting with all registered shareholders and duly appointed proxy holders, please enter your votes using the Vote tab within the virtual meeting platform. [Voting]

The next item of business is the appointment of auditors of the corporation. In order that a vote may be held on the matter, I request that a motion be presented.

Chair, I confirm that we have received a motion from Scott Pagan that KPMG LLP be appointed the auditors of the corporation until the close of the next Annual Meeting of Shareholders or until a successor is appointed.

Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion?

Mr. Chair, there is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting with all registered shareholders and duly appointed proxy holders, please enter your votes within the Vote tab in the virtual meeting platform. [Voting]

The next item of business is the consideration of the advisory vote on executive compensation, also known as the Say-on-Pay vote. While this Say-on-Pay vote is nonbinding, it gives shareholders an opportunity to provide important input to the Board regarding the corporation's executive compensation practices as disclosed in the Management Information Circular. The proposed form of Say-on-Pay resolution to be considered at this meeting is set out on Page 22 of the Management Information Circular. In order that a vote may be held on the matter, I would request that a motion be presented.

Mr. Chair, I confirm that we have received a motion from Scott Pagan that the Say-on-Pay resolution be approved.

Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion?

Mr. Chair, there is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting with all registered shareholders and duly appointed proxy holders, please enter your votes in the Vote tab within the virtual meeting platform. [Voting]

Mr. Secretary, before I close the voting on all motions, has there been any further discussion of any of the motions?

Mr. Chair, there is no discussion at this time.

We will now allow for a few moments for registered shareholders and duly appointed proxy holders to submit their votes. [Voting]

I now declare the polls closed. Based on preliminary voting results provided to me by the scrutineers, I declare that all motions made today at this meeting have been passed with the requisite shareholder support and that each elected director received votes in excess of the thresholds established under Descartes' majority voting policy, as described in the Management Information Circular. A report disclosing the applicable number of votes cast in favor of, withheld from voting or voted against each item of business at this meeting will be filed on SEDAR promptly following the meeting and disclosed in a press release to be issued forthwith following the meeting. As there is no other formal business that may be properly brought before this meeting, I now declare the annual meeting terminated. As the results of the corporation's first quarter of fiscal 2026 were recently released and there was a public conference call to discuss those results, which is recorded and available for replay on the corporation's website, we did not intend to have management do any type of formal management presentation at this meeting. But we will open up the discussion platform for a question-and-answer session should there be any questions from shareholders at this time. Please submit your questions through the chat feature within the Q&A tab and the Secretary will then direct your question either to myself or Mr. Ryan.

Mr. Chair, there are no questions at this time.

Thank you to everyone for joining us today and accommodating this online format. We wish each of you all the best.

This concludes the meeting. You may now disconnect.