Dexterra Group Inc. — AGM Information 2022

Mar 28, 2022

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (“ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Dexterra Group Inc. (“ Dexterra ”) will be held on Wednesday, May 11, 2022 at 11:30 a.m. EST as a hybrid meeting with a physical location at the Sheraton Centre, 2[nd] Floor, City Hall Room, 123 Queen St. West, Toronto, Canada and the option to participate virtually, via live audio webcast at https://web.lumiagm.com/272484736 , for the following purposes:

1. to receive the consolidated audited financial statements of Dexterra for the previous fiscal year and the Auditor’s report thereon;

2. to elect directors;

3. to appoint an auditor; and

4. to transact such other business as may be properly brought before the Meeting.

Out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 pandemic, and to mitigate the risks to the health and safety of our communities, Shareholders, employees and other stakeholders, Dexterra be holding the Meeting in a hybrid format. The Meeting will have a physical meeting location (Sheraton Centre, 2[nd] Floor, City Hall Room, 123 Queen St. West, Toronto, Canada) and will permit limited in-person attendance (subject to compliance with all public health orders and protocols), but the Meeting will also permit registered Shareholders and duly appointed proxyholders to participate virtually via live audio webcast online at https://web.lumiagm.com/272484736 . During the live audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. Dexterra hopes that hosting a hybrid Meeting will enable greater participation by its Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings.

Important details on how to access the Meeting and proxy-related materials can be found in the Management Information Circular, accompanying this Notice of Meeting. Dexterra will be using the Notice-and-Access mechanism permitted by the Canadian Securities Administrators that reduces the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials, online, which reduces the environmental impact and mailing costs of the Meeting.

Only Shareholders of record at the close of business on March 25, 2022 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 in-person or virtually or may be represented by proxy in-person or at the live audio webcast. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to complete and return the accompanying instrument of proxy for use at the Meeting or any adjournment or postponement thereof and return it in the envelope provided, or vote online at www.tsxtrust.com/vote-proxy, by telephone at 1-888-489-5760 or fax by at 1-866-781-3111.

Dexterra intends to follow any applicable guidelines for maximum number of attendees permitted in person at the Meeting, applicable proof of vaccination requirements, and masking and physical distancing protocols as prescribed by the Public Health Agency of Canada and applicable provincial and local health authorities in the Province of Ontario to minimize the spread of COVID-19, as such guidelines are applicable as at the date of the Meeting on May 11, 2022.

Dexterra is continuing to monitor the impact of COVID-19, including the latest federal, provincial and local guidance and legislation, and how this may affect the arrangements for the Meeting. If circumstances change that require Dexterra to adapt its proposed arrangements for the Meeting as set out in this Notice of Meeting, Dexterra will advise shareholders through its website at dexterra.ca and, where appropriate, by public announcement.

BY ORDER OF THE BOARD OF DIRECTORS,

“signed” Christos Gazeas

Christos Gazeas, Executive Vice President, Legal, General Counsel and Corporate Secretary