Descartes Systems Group Inc. - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00, AS AM.,

(THE "REGULATION")

MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

THE DESCARTES SYSTEMS GROUP INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of The Descartes Systems Group Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting consent (the "Request") from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), as required by subsection 4(b) of the Regulation;

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was amalgamated under the OBCA on January 26, 1999. Its head and registered office is located at 120 Randall Drive, Waterloo, Ontario.

2. The Applicant intends to apply to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act ("CBCA"), pursuant to Section 181 of the OBCA ("Application for Authorization to Continue").

3. Pursuant to subsection 4(b) of Regulation 289/00 promulgated under the OBCA, where a corporation is an offering corporation under the OBCA, its Application for Authorization to Continue must be accompanied by a consent from the Commission.

4. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act") and in each of the other provinces of Canada.

5. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario and in each of the other provinces of Canada.

6. The authorized capital of the Applicant consists of an unlimited number of common shares, of which approximately 45,176,549 are outstanding as at May 31, 2006.

7. The Applicant's issued and outstanding common shares are listed for trading on the Toronto Stock Exchange under the symbol "DSG" and on the Nasdaq Stock Market under the symbol "DSGX".

8. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any other province of Canada.

9. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

10. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA. A summary of differences between the CBCA and the OBCA was provided to shareholders in the Company's management information circular (the "Circular") for its May 3, 2006 annual and special meeting (the "Meeting"). The Circular also advised registered shareholders of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

11. At the Meeting, a special resolution of the shareholders authorizing the Continuance was approved by 99.93% of the votes cast.

12. Notwithstanding that the Applicant's shareholders have approved the Continuance, the directors of the Applicant may abandon the Continuance without further approval of the shareholders if, in the opinion of the directors, abandonment of the Continuance is in the best interests of the Applicant.

13. The principal reason for the proposed Continuance is so that the Applicant may benefit from the more modernized and flexible corporate requirements of the CBCA. In particular, the CBCA provides that only 25% of the directors of a corporation must be resident Canadians, subject to certain exceptions. The OBCA requires a majority of the corporation's directors be resident Canadians. The Applicant's management believes that the interests of the Applicant will be better served under the CBCA by providing the Applicant with greater flexibility in selecting directors for nomination from a broader pool of candidates than is currently possible. The Applicant's management believes that it is appropriate for the Applicant, whose solutions are developed, marketed, licensed and supported for use by global organizations, to pursue qualified directors based primarily on merit rather than residency.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED June 27, 2006.