Dexterra Group Inc. — AGM Information 2020

Jun 18, 2020

HORIZON NORTH LOGISTICS INC. 5915 Airport Road, Suite 425, Mississauga, Ontario, L4V 1T1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting (“ Meeting ”) of holders (“ Shareholders ”) of common shares (" Common Shares ") of Horizon North Logistics Inc. (“ Horizon North ”) will be held on the Friday, July 10, 2020 at 11:00 a.m. EST for the following purposes:

1. to receive the consolidated audited financial statements of Horizon North for the financial year ended December 31, 2019 and the Auditor’s report on those statements;

2. to approve an ordinary resolution to fix the number of directors of Horizon North to be elected at the Meeting for the ensuing year at eight (8);

3. to elect the nominees to the board of directors of Horizon North for the ensuing year, as set out in the Management Information Circular accompanying this Notice of Meeting;

4. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Toronto, Ontario, as Auditor of Horizon North for the ensuing year and to authorize the board of directors of Horizon North to fix their remuneration;

5. to consider and, if deemed advisable, approve an ordinary resolution to ratify and confirm the amended and restated bylaws of Horizon North, which were adopted by Horizon North’s board of directors on June 1, 2020;

6. to consider and, if deemed advisable, to pass a special resolution authorizing and approving the filing of Articles of Amendment to consolidate the issued and outstanding Common Shares of Horizon North on the basis of one (1) new Common Share for every five (5) old Common Shares, as more fully described in the Management Information Circular accompanying this Notice; and

7. to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the Management Information Circular and instrument of proxy accompanying this Notice of Meeting. At the Meeting, Shareholders will be asked to approve each of the foregoing items.

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/155537169 . Details on how to access the Meeting can be found in the Management Information Circular. As always, the Corporation encourages Shareholders to vote their Common Shares prior to the Meeting following the instructions set out in the instrument of proxy or voting instruction form received by such Shareholders.

Only Shareholders of record at the close of business on June 5, 2020 are entitled to notice of and to attend the Meeting or any adjournment or postponement thereof and to vote thereat. A Shareholder may attend the Meeting or may be represented by proxy at the live audio webcast. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying instrument of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed instrument of proxy must be mailed so as to reach or be deposited with the office of AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to commencement thereof.

BY ORDER OF THE BOARD OF DIRECTORS,

“signed” Jan M. Campbell

Jan M. Campbell, Corporate Secretary

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