Exhibit 99.15
PTR HOLDINGS INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as
of May 6, 2002 by and between PTR 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;
B. WHEREAS, Holdings is a party to that certain Voting Agreement
(the "UT Holdings Voting Agreement") dated as of May 6, 2002 between Holdings
and Union-Transport Holdings Inc., a British Virgin Islands company ("UT
Holdings"), pursuant to which Holdings has the right to vote that number of
ordinary shares of the Company owned by UT Holdings equal to Holdings' interest
in UT Holdings (the "UT Holdings Shares"); and
C. WHEREAS, the parties hereto desire to provide Shareholder with
the ability to vote that number of Shares and that number of UT Holdings 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 in accordance with the instructions delivered to
Holdings from Shareholder. Holdings shall remain the registered owner of the
Shares.
2.2 Voting of UT Holdings Shares. With respect to any vote of the UT
Holdings Shares by oral vote, written ballot, execution of written consent or
otherwise, Holdings hereby agrees to vote that portion of the UT Holdings Shares
which is equal to
Shareholder's percentage interest in Holdings in accordance with the
instructions delivered to Holdings from Shareholder. UT Holdings shall remain
the registered owner of the UT Holdings Shares.
2.3 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 and a portion of the UT Holdings Shares as specifically
set forth in Sections 2.1 and 2.2 above. This Agreement does not relate to any
other matter involving Holdings, UT 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 from 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 shall limit
Holdings' right or ability to dispose of any or all of its interest in UT
Holdings or any dividends or proceeds received from its interest in UT Holdings
or take any other action with respect to its interest in UT Holdings which it
may hold now or in the future. Nothing in this Agreement conveys any investment
or dispository power over any of the Shares or any of the UT Holdings 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.
2.4 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 or the UT Holdings 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 or the UT Holdings 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 owner of any of the
ordinary shares of the Company and the UT Holdings Voting Agreement has
terminated; or
(b) this Agreement is amended or terminated by a writing duly
executed by each party hereto.
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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 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 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.
PTR Holdings Inc., [See Schedule 1 hereto for names of
a British Virgin Islands company shareholders]
By: /s/ IAN WHITECOURT By: /s/
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Authorized Signatory Authorized Signatory
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Schedule 1 to Voting Agreement
Names of Shareholders
R.I. MacFarlane Investments NV
X. Xxxxxxxxxxx-Xxxxx Investments NV
