<PAGE> 1
Exhibit 4.1
ORDINARY
SHARES
[UTi LOGO] UTi(TM)
INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS
CUSIP G87210 10 3
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, NO PAR VALUE PER SHARE, OF
UTi WORLDWIDE INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of the Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[SEAL OF UTi WORLDWIDE INC.]
/s/ LAWRENCE R. SAMUELS /s/ ROGER I. MACFARLANE
SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, INC.
P.O. Box 1596, Denver, CO 80201
Transfer Agent
and Registrar,
By Authorized Signature
<PAGE> 2
UTi Worldwide Inc.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as tenants
in common
UNIF GIFT MIN ACT-................ Custodian.........
(Cust) (Minor)
under Uniform Gifts to Minors
Act..............................
(State)
UNIF TRF MIN ACT -......... Custodian (until age....)
(Cust)
.......... under Uniform Transfers
(Minor)
to Minors Act.....................
(State)
Additional abbreviations may also be used though not
in the above list.
For Value received,____________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
______________________________________________________________________________
_________________________________________________________________________Shares
of the Ordinary Shares represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _____________________ X__________________________________________________
X___________________________________________________
NOTICE:THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s)Guaranteed:
BY _____________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.