AMALGAMATED PURSUANT TO THE LAWS OF THE PROVINCE OF ONTARIO
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Shareholder Rights Plan Agreement dated as of
November 29, 2004, as such may from time to time be amended, restated, varied or
replaced (the "Rights Agreement"), between The Descartes Systems Group Inc. (the
"Corporation") and Computershare Trust Company of Canada as Rights Agent, the
terms of which are hereby incorporated herein by reference and, a copy of which
is on file at the registered office of the Corporation. In certain
circumstances, as set forth in the Rights Agreement, such Rights may be amended,
redeemed, may expire, may become void (if, in certain cases, they are
"Beneficially Owned" by an "Acquiring Person", as such terms are defined in the
Rights Agreement, or a transferee thereof) or may be evidenced by separate
certificates and may no longer be evidenced by this certificate. The Corporation
will mail or arrange for the mailing of a copy of the Rights Agreement to the
holder of this certificate without charge as soon as practicable, after the
receipt of a written request therefor.
Number Shares
ZQ 123456 0
THE DESCARTES SYSTEMS GROUP INC.
CUSIP 249906 10 8
ISIN CA 2499061083
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT **** SPECIMEN **** SPECIMEN **** SPECIMEN ****
is the registered holder of ****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****
FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN
THE CAPITAL STOCK OF
THE DESCARTES SYSTEMS GROUP INC.
transferable only on the books of the Corporation by the registered holder in
person or by duly Authorized Attorney on surrender of this Certificate properly
endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar of the Corporation.
The class or series of shares represented by this Certificate has rights,
privileges, restrictions or conditions attached thereto and the Corporation will
furnish to the holder, on demand and without charge, a full copy of the text of,
(i) the rights, privileges, restrictions and conditions attached to the said
shares and to each class authorized to be issued and to each series insofar
as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions
and conditions of subsequent series, if applicable.
IN WITNESS WHEREOF the said Corporation has caused this Certificate to be signed
on its behalf by the facsimile signatures of its duly authorized officers.
Date: [date]
COUNTERSIGNED AND REGISTERED COUNTERSIGNED AND REGISTERED
COMPUTERSHARE TRUST COMPANY, INC. COMPUTERSHARE TRUST COMPANY, INC.
(NEW YORK) (TORONTO, MONTREAL)
TRANSFER AGENT AND REGISTRAR TRANSFER AGENT AND REGISTRAR
By______________________________ By______________________________
Authorized Officer Authorized Officer
Chief Executive Officer
Corporate Secretary
The shares represented by this certificate are transferable at the offices of
Computershare Trust Company of Canada in Toronto, ON and Montreal, QC or at
Computershare Trust Company, Inc. in New York, NY.
SECURITY INSTRUCTIONS ON REVERSE VOIR LES INSTRUCTIONS DE SECURITE AU VERSO
The shares represented by this Certificate have rights, privileges, restrictions
and conditions attached thereto and the Corporation will furnish to a
shareholder, on demand and without charge, a full copy of the text of: (a) the
rights, privileges, restrictions and conditions attached to each class
authorized to be issued and to each series in so far as the same have been fixed
by the directors; and (b) the authority of the directors to fix the rights,
privileges, restrictions and conditions of subsequent series.
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The following abbreviations shall be construed as though the words set forth
below opposite each abbreviation were written out in full where such
abbreviation appears:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship
and not as tenants in common
(Name) CUST (Name) UNIF - (Name) as Custodian for (Name) under the
GIFT MIN ACT (State) (State) Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
--------------------------------------------------------------------------------
* Please insert Social Insurance, Tax Identification, or
other identifying number of transferee.
_________________________________
For value received the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
Insert name and address of transferee
--------------------------------------------------------------------------------
shares
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represented by this Certificate and does hereby irrevocably constitute and
appoint
the attorney
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of the undersigned to transfer the said shares on the books of the Corporation
with full power of substitution in the premises.
DATED:
-------------------- ------------------------ ----------------------
Signature of Shareholder Signature of Guarantor
SIGNATURE GUARANTEE:
The signature on this assignment must correspond with the name as written upon
the face of the certificate(s), in every particular, without alteration or
enlargement, or any change whatsoever and must be guaranteed by a major Canadian
Schedule I chartered bank, a major trust company in Canada or a member of an
acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The
Guarantor must affix a stamp bearing the actual words "Signature Guaranteed".
In the USA, signature guarantees must be done by members of a "Medallion
Signature Guarantee Program" only.
Signature guarantees are not accepted from Treasury Branches, Credit Unions or
Caisses Populaires unless they are members of the Stamp Medallion Program.
COMPUTERSHARE'S PRIVACY NOTICE:
In the course of providing services to you and our corporate clients,
Computershare receives non-public personal information about you - your name,
address, social insurance number, securities holdings, transactions, etc. We use
this to administer your account, to better serve your and our clients' needs and
for other lawful purposes. We have prepared a Privacy Code to tell you more
about our information practices and how your privacy is protected. It is
available at our website, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or by writing us at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. *You are required to provide your SIN if you
will receive income on these securities. We will use this number for income
reporting. Computershare may also ask for your SIN as an identification-security
measure if you call or write to request service on your account; however you may
decline this usage.
