The Descartes Systems Group (DSG) AGM 2024 summary

Opening remarks and agenda

• Meeting commenced with a welcome from the Chair, outlining the focus on formal business and a Q&A session to follow.

• Instructions on voting and Q&A procedures were provided, emphasizing the use of the virtual platform.

• Confirmation of proper notice, quorum, and meeting constitution was established.

Board and executive committee updates

• Ten directors were nominated and elected to serve until the next annual meeting or until successors are appointed.

• No additional nominations were received, and all proposed directors were confirmed.

Corporate governance

• KPMG was reappointed as auditors until the next annual meeting.

• An amendment to the Performance and Restricted Share Unit Plan was proposed and approved.

• An advisory say-on-pay vote on executive compensation was held and approved.