Dexterra Group Inc. — AGM Information 2023

Mar 23, 2023

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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 Dexterra Group Inc. (“ Dexterra ”) will be held on Wednesday, May 10, 2023 at 11:00 a.m. EST for the following purposes:

1. to receive the consolidated audited financial statements of Dexterra for the financial year ended December 31, 2022 and the Auditor’s report thereon;

2. to elect directors;

3. to appoint an auditor;

4. to consider and, if deemed appropriate, to pass an ordinary resolution to re-approve Dexterra’s stock option plan, as amended, as more particularly described in Schedule B hereto; and

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

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/260045440. 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 virtual 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. 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 21, 2023 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 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.meeting-vote.com, by telephone at 1-888489-5760 or fax by at 416-595-9593.

BY ORDER OF THE BOARD OF DIRECTORS,

“signed” Christos Gazeas

Christos Gazeas EVP, Legal, General Counsel and Corporate Secretary