EXHIBIT 1.2
                                                                     -----------

                             SECURITIES ACT (Quebec)

                 REPORT UNDER SECTION 189.1.3 OF THE REGULATIONS
                    PURSUANT TO SECTION 147.21(2) OF THE ACT

1.       NAME AND ADDRESS OF THE OFFEREE COMPANY:

         The Descartes Systems Group Inc. ("Descartes")
         120 Randall Drive
         Waterloo, Ontario    N2V 1C6

2.       NAME AND ADDRESS OF THE OFFEROR:

         Issuer Bid - see question 1.

3.       THE DESIGNATION OF THE SECURITIES THAT ARE SUBJECT TO THE BID:

         The Common Shares (the "Shares") of Descartes are the subject of the
         bid and their CUSIP number is 249906108.

4.       THE DATE OF THE BID:

         The bid will commence on June 3, 2003 and will expire at 5:00 p.m.
         (Toronto time) of July 11, 2003, or on such later date and time as
         extended by Descartes.

5.       THE MAXIMUM NUMBER OF SECURITIES OF THE CLASS SUBJECT TO THE BID WHICH
         ARE SOUGHT BY THE OFFEROR:

         The maximum number of Shares sought by Descartes is 11,578,000, being
         approximately 22.2% of the 52,231,711 Shares issued and outstanding on
         May 30, 2003.

6.       THE VALUE, IN CANADIAN DOLLARS, OF THE CONSIDERATION OFFERED PER
         SECURITY:

         The value of the consideration offered per Share will be determined
         pursuant to a procedure known as a "Modified Dutch Auction" which will
         allow shareholders of Descartes to deposit shares at a price within the
         range of not more than $3.85 per Share and not less than $3.00 per
         Share. The actual purchase price that will be paid by Descartes will be
         the price per Share that will result in Descartes repurchasing not more
         than 11,578,000 Shares. Shareholders of Descartes who will deposit
         their Shares at prices equal to or lower than the purchase price will
         receive the purchase price. All Shares deposited at a higher price will
         be returned to shareholders of Descartes.

7. THE FEE PAYABLE IN RESPECT OF THE BID, AS CALCULATED UNDER SECTION 271.4(1):

         Cdn.$1894.45

         DATED: June 3, 2003.

                                                THE DESCARTES SYSTEMS GROUP INC.


                                                By: /s/ Colley Clarke
                                                   -----------------------------
                                                     Colley Clarke
                                                     Chief Financial Officer