DESCARTES SYSTEMS GROUP INC

OUTSTANDING SHARE DATA

We have an unlimited number of common shares authorized for issuance. As of March 11, 2026, we had 86,024,293 common shares issued and outstanding.

As of March 11, 2026, there were 1,551,123 options issued and outstanding, and 1,822,143 options remaining available for grant under all stock option plans.

As of March 11, 2026, there were 1,012,268 performance share units (“PSUs”) and 473,999 restricted share units (“RSUs”) issued and outstanding, with a potential of up to a further 253,284 PSUs being earned if maximum performance is achieved in respect of the outstanding PSU awards. Also, as of March 11, 2026, there were 1,797,981 units remaining available for grant under all performance and restricted share unit plans.

Our board of directors has adopted a shareholder rights plan (the “Rights Plan”) to ensure the fair treatment of shareholders in connection with any take-over offer, and to provide our board of directors and shareholders with additional time to fully consider any unsolicited take-over bid. We did not adopt the Rights Plan in response to any specific proposal to acquire control of the Company. The Rights Plan was approved by the TSX and was originally approved by our shareholders on May 18, 2005 and took effect as of November 29, 2004. An amended and restated Rights Plan was ratified by shareholders at our annual shareholders’ meeting held on June 15, 2023. The Rights Plan requires re-approval by the shareholders every three years. We understand that the Rights Plan is similar to plans adopted by other Canadian companies and approved by their shareholders.