DESCARTES SYSTEMS GROUP INC

Commitments

As described in Note 2 to the audited consolidated financial statements for 2026 included in our 2026 Annual Report, we maintain deferred share unit (“DSU”) and cash-settled restricted share unit (“CRSU”) plans for our directors and employees. Any payments made pursuant to these plans are settled in cash. For DSUs and CRSUs, the units vest over time and the liability recognized at any given consolidated balance sheet date reflects only those units vested at that date that have not yet been settled in cash. As such, we had an unrecognized aggregate liability for the unvested DSUs and CRSUs of nil and $1.7 million, respectively, at April 30, 2026. The ultimate liability for any payment of DSUs and CRSUs is dependent on the trading price of our common shares. To substantially offset our exposure to fluctuations in our stock price, we have entered into equity derivative contracts, including floating-rate equity forwards. As at April 30, 2026, we had equity derivatives for 298,288 Descartes common shares and a DSU liability for 298,288 Descartes common shares, resulting in no net exposure resulting from changes to our share price.