Dexterra Group Inc. — Proxy Solicitation & Information Statement 2022

Mar 28, 2022

VOTING INSTRUCTION FORM

(Non-Objecting Beneficial Owners)

2022 Annual Meeting of Shareholders

The undersigned, a shareholder (" Beneficial Holder ") of Common Shares of Dexterra Group Inc. (" Dexterra ") and a non-objecting beneficial owner, hereby appoints R. William McFarland, Chair of the Board of Directors of Dexterra (" Board "), or, failing him, John MacCuish , Chief Executive Officer and President Facilities Management of Dexterra , or instead of either of the foregoing, the person named below to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the appointee sees fit) on all the following matters and any other matter that may properly come before the meeting of shareholders of Dexterra to be held at the Sheraton Centre, 2nd Fl, City Hall Room, 123 Queen St. West, Toronto, Canada and also accessible via live audio webcast at https://web.lumiagm.com/272484736 at 11:30 a.m. EST on 11th day of May, 2022, and at any and all adjournments or postponements thereof (the " Meeting" ) in the same manner, to the same extent and with the same powers as if the undersigned were present, with full power of substitution.

To attend in person or to appoint someone to attend on your behalf print that name here, if this person is someone other than the individuals listed above.

If you are appointing a proxyholder other than the management appointees listed above you must return your voting instruction form and MUST contact TSX Trust Company by going to TSX Trust’s website at https://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) by 11:30 a.m. EST on May 9, 2022, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide TSX Trust Company with the required information for your chosen proxyholder so that TSX Trust Company may provide your proxyholder with a control number via email. This control number will allow your proxyholder to log in and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

			FOR	WITHHOLD			FOR	WITHHOLD
1.	To	vote as a Director
	01	Mary Garden			05	R. William McFarland
	02	David Johnston			06	Kevin D. Nabholz
	03	Simon Landy			07	Russell Newmark
	04	John MacCuish
							FOR	WITHHOLD

2. Appointment of Auditors To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of Dexterra for the ensuing year and to authorize the Board to fix their remuneration.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this Voting Instruction Form (VIF) will be voted FOR a matter by Management’s appointees or, if you appoint another person, as that other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.

______ ___

Signature(s) Date

Please sign exactly as your name(s) appear below. Please see reverse for additional instructions. All VIFs must be received by 11:30 am (EST) on May 9[th] , 2022.

HOW TO VOTE	HOW TO VOTE	INTERNET TELEPHONE	INTERNET TELEPHONE		• Go to www.tsxtrust.com/vote-proxy Use any touchtone phone, call toll free in	• Go to www.tsxtrust.com/vote-proxy Use any touchtone phone, call toll free in	• Go to www.tsxtrust.com/vote-proxy Use any touchtone phone, call toll free in	• Cast your vote online Canada and the United States	• View meeting documents 1-888-489-5760 and follow the voice	Instructions.		To vote using your smartphone, please scan this QR Code	To vote using your smartphone, please scan this QR Code						To vote by internet or telephone you will need your 13 digit control number. If you vote by internet	or telephone, do not return this VIF.	or telephone, do not return this VIF.	MAIL, FAX or EMAIL		All VIFs must be received by 3:00 p.m. (Calgary time), Monday, June 1, 2020. • Complete and return your signed VIF in the envelope provided or send to:	All VIFs must be received by 3:00 p.m. (Calgary time), Monday, June 1, 2020. • Complete and return your signed VIF in the envelope provided or send to:	TSX Trust Company,	TSX Trust Company,	P.O. Box 721, Agincourt, ON, M1S 0A1		• Fax your VIF (both sides) toll free to 1-866-781-3111orscan (both sides) and	email to proxyvote@tmx.com	email to proxyvote@tmx.com	email to proxyvote@tmx.com			To submit this VIF by telephone or internet you will need to use your 13-digit Control Number, which is	set forth on this VIF. The Control Number is your personal security code and will be used to authenticate	set forth on this VIF. The Control Number is your personal security code and will be used to authenticate	your voting instructions.	your voting instructions.
This VIF must be dated and signed by the Beneficial Holder, or by his or her attorney	authorized in writing, and the signature hereon should be exactly the same as the name in	which the Common Shares are held. If this VIF is not dated in the indicated space, it is	deemed to bear the date on which it is mailed by the person making the solicitation. If the	Beneficial Holder is a corporation, its corporate seal must be affixed or this VIF must be	signed by an officer or attorney thereof duly authorized. By providing voting instructions as	requested, you are acknowledging that you are the beneficial owner of and are entitled to instruct us with respect to the voting of, these securities.				If Common Shares are held in the name of an executor, administrator, trustee or similar holder, such	holder must set out his or her full title and sign this VIF exactly as such Common Shares are held. If	Common Shares are held in the name of a deceased Beneficial Holder, the Beneficial Holder's name must	be printed in the space provided, this VIF must be signed by the legal representative with his or her	name printed below its signature, and evidence of authority to sign on behalf of the Beneficial Holder	must be attached to this VIF.	This VIF will not be valid and will not be acted upon unless it is completed as specified herein and received	by TSX Trust Company in any of the following manners, at any time up to 11:30 a.m. EST on May 9,	2022 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the date of any	adjournment of the Meeting. You may not present this VIF at the Meeting in order to vote.	This VIF should be read in conjunction with the Information Circular and other proxy materials provided	by management.	A VIF Form is valid only at the meeting in respect of which it is given or any adjournment(s) or	postponement(s) of that meeting. The individuals named in this VIF are representatives of management	of Dexterra and are the Chairman of the Board and Chief Executive Officer and President Facilities	Management of Dexterra, respectively.You have the right to appoint another person to represent	you at the Meeting.If you wish to appoint someone else to represent you at the Meeting, insert that	other person’s name in the blank space set out above in this VIF or by completing another proper form	of voting instruction form. The person you appoint to represent you at the Meeting need not be a	shareholder of Dexterra.	Securities represented by this VIF will be voted as directed by you, however, if such a		direction is not made in respect of any matter, the VIF will direct the voting of the securities		to be made as recommended in the documentation provided by management.		The securityholder materials are being sent to both registered and non-registered owners of the		securities. If you are a non-registered owner, and Dexterra or its agent has sent these materials directly		to you, your name and address with information about your holdings of securities have been obtained in	accordance with applicable securities regulatory requirements from the intermediary holding on your	behalf.	By choosing to send these materials to you directly, Dexterra (and not the intermediary holding on your	behalf has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper	voting instructions. Please return your VIF as specified in the request for voting instructions.	Dexterra is sending these securityholder materials directly to the non-objecting beneficial owners of the	securities.
1.										2.						3.				4.		5.								6.