Exhibit 99.14
UNION-TRANSPORT HOLDINGS INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as
of May 6, 2002 by and between Union-Transport Holdings Inc., a British Virgin
Islands company ("Holdings"), and [See Schedule 1 hereto for names of
shareholders] ("Shareholder").
I.
RECITALS:
A. WHEREAS, Holdings is the owner of ordinary shares (the "Shares")
of UTi Worldwide Inc. (the "Company") and Shareholder does not currently have
the right or power to vote or dispose of any of the Shares held by Holdings; and
B. WHEREAS, the parties hereto desire to provide Shareholder with
the ability to vote that number of Shares equal to Shareholder's interest in
Holdings, as provided for in this Agreement
NOW, THEREFORE, Holdings and Shareholder agree as follows:
II.
VOTING AGREEMENT:
2.1 Voting of Shares. With respect to any vote of the Shares by oral
vote, written ballot, execution of written consent or otherwise, Holdings hereby
agrees to vote that portion of the Shares which is equal to Shareholder's
percentage interest in Holdings (as it may exist from time to time) in
accordance with the instructions delivered to Holdings from Shareholder.
Holdings shall remain the registered owner of the Shares.
2.2 No Other Rights. This Agreement relates solely to the ability of
Shareholder to direct the voting of a portion of the Shares of the Company owned
of record by Holdings as specifically set forth in Section 2.1 above. This
Agreement does not relate to any other matter involving Holdings or Shareholder.
Accordingly, nothing in this Agreement shall limit Holdings' right or ability to
dispose of any or all of the Shares or any dividends or proceeds received on
account of the Shares or any disposition thereof or to take any other action
with respect to any Shares it may hold now or in the future. Nothing in this
Agreement conveys any investment or dispository power over any of the Shares to
Shareholder. Nothing in this Agreement shall limit Shareholder's right
or ability to take any action whatsoever with respect to the Shareholder's
interest in Holdings.
2.3 Representation and Warranty. The parties hereby represent and
warrant that (a) they have not agreed, in this Agreement or in any other
agreement, as to how to vote any of the Shares and (b) neither is a party to any
arrangement, understanding or agreement with any other person with respect to
how to vote any of the Shares, except that Holdings has entered into agreements
similar to this Agreement with other shareholders of Holdings.
III.
TERM:
3.1 This Agreement shall continue for one year from the date first
written above and shall automatically renew for successive one year terms unless
a party gives written notice to the other party that it is terminating the
Agreement at least sixty (60) days prior to the end of the then current term.
Notwithstanding the foregoing, the Agreement shall terminate automatically on
the earlier to occur of the following:
(a) Holdings is no longer the record own of any of the
ordinary shares of the Company, or
(b) this Agreement is amended or terminated by a writing duly
executed by each party hereto.
IV.
MISCELLANEOUS:
4.1 Entire Agreement. This Agreement sets forth the entire agreement
and understanding between the parties and supersedes all previous agreements,
promises, representations, understandings and negotiations, whether written or
oral, between the parties with respect to the subject matter hereof; none of the
terms of this Agreement shall be amended or modified except in writing signed by
the parties hereto.
4.2 Assignment. No party may assign any right or obligation
hereunder without the written consent of the other party, except if such
assignment arises under a transaction in which the Shareholder is selling its
interest in Holdings and the acquiror of such interest becomes a signatory to
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the parties' respective successors and permitted assigns. Any attempted
assignment in violation of this provision shall be void and of no effect.
4.3 Severability. If and solely to the extent that any provision of
this Agreement shall be invalid or unenforceable, or shall render this entire
Agreement to be
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unenforceable or invalid, such offending provision shall be of no effect and
shall not affect the validity of the remainder of this Agreement or any of its
provisions.
4.4 Waivers. A waiver by any party of any term or condition of this
Agreement in any one instance shall not be deemed or construed to be a waiver of
such term or condition for any similar instance in the future or of any
subsequent breach hereof. All rights, remedies, undertakings, obligations and
agreements contained in this Agreement shall be cumulative and none of them
shall be a limitation of any other remedy, right, undertaking, obligation or
agreement.
4.5 Governing Law. This Agreement shall be governed by, and the
rights of the parties determined in accordance with, the laws of the British
Virgin Islands, the Courts of which shall have non-exclusive jurisdiction in
relation to any and all matters that may result from, arise out of or in
connection with, this Agreement.
4.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Signature Page Attached]
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[VOTING AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
Union-Transport Holdings Inc., [See Schedule 1 hereto for names of
a British Virgin Islands company shareholders]
By: /s/ IAN WHITECOURT
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Authorized Signatory
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Schedule 1 to Voting Agreement
Names of Shareholders
Xxxxx X. XxxXxxxxxx
Xxxxx Xxxxxxxxxxx
The XxxXxxxxxx Childrens' Trust established June 28, 1993
The Thorrington-SmithChildrens' Trust established June 28, 1993
