Dexterra Group Inc. — Proxy Solicitation & Information Statement 2023

Mar 23, 2023

NOTICE-AND-ACCESS NOTIFICATION FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO: SHAREHOLDERS OF DEXTERRA GROUP INC.

TAKE NOTICE that Dexterra Group Inc. ("Dexterra") is using the "notice-and-access" provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") to send to its beneficial holders and registered holders ("Shareholders") of common shares ("Common Shares") of Dexterra proxy-related materials relating to the Annual and Special Meeting (the "Meeting") of holders of Common Shares which will be held on the 10th day of May, 2023 at 11:00 a.m. EST via live audio webcast at https://web.lumiagm.com/260045440.

As set forth in the Management Information Circular of the Corporation dated March 21, 2023 that has been prepared for the Meeting (the "Information Circular") and the Voting Instruction Form which accompanies this Notice-and-Access Notification, each of the following matters will be voted on at the Meeting:

• 1. the election of directors of Dexterra for the ensuing year (information respecting the election of directors may be found in the Information Circular under "Election of Directors";
• 1. the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Toronto, Ontario, as Auditor of Dexterra for the ensuing year and to authorize the board of directors of Dexterra to fix their remuneration (information respecting the appointment of the auditor may be found in the Information Circular under "Appointment of the Auditor";
• 1. 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 to the Information Circular; and
• 1. such other business as may properly be brought before the Meeting or any adjournment thereof.

Shareholders are reminded to review the Information Circular carefully before voting as the Information Circular has been prepared to help you make an informed decision.

The Corporation has elected to use the Notice-and-Access Provisions for the Meeting in respect of mailings to its Shareholders. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post a management information circular in respect of a meeting of its shareholders and related materials online.

WEBSITE ADDRESSES WHERE MEETING MATERIALS ARE POSTED

The Information Circular together with related materials have been posted and are available for review on Dexterra's profile on SEDAR at https://sedar.com. The Information Circular and related materials are also available at www.meetingdocuments.com/TSXT/dxt.

HOW TO OBTAIN PAPER COPIES OF MEETING MATERIALS:

Shareholders may request that paper copies of the Meeting materials be sent to them by contacting TSX Trust Company at 1-888-433-6443 or tsxt-fulfilment@tmx.com.

In order to allow Shareholders a reasonable time to receive paper copies of the Information Circular and related materials by mail and to vote their Common Shares, it is recommended that requests for meeting materials should be received on or before April 24, 2023. However, requests for Meeting materials may be made up to one year from the date the Information Circular was filed.

VOTING MY COMMON SHARES (Please note that you cannot vote by returning this notice.)

Registered Shareholders and Non-Objecting Beneficial Owners

Registered Shareholders and Non-Objecting Beneficial Shareholders are reminded that in order to ensure that their Common Shares are voted at the Meeting they have four ways to submit their completed voting instruction form:

VOTE USING THE INTERNET	VOTE BY TELEPHONE	VOTE BY FAX	VOTE BY MAIL
www.meeting-vote.com	1-888-489-5760	1-416-595-9593	TSX Trust Company
You will need to provide your 13 digit Control Number, which is found on the voting instruction form	(toll free Canada and US) You will need to provide your 13 digit Control Number, which is found on the voting instruction form	(toll free)	Attention: Proxy Department P.O. Box 721 Agincourt, ON M1S 0A1

Objecting Beneficial Owners

Objecting Beneficial Shareholders are reminded that in order to ensure that their Common Shares are voted at the Meeting they have three ways to submit their completed voting instruction form:

VOTE USING THE INTERNET	VOTE BY TELEPHONE	VOTE BY MAIL
www.proxyvote.com	1-800-474-7493	Data Processing Centre
You will need to provide	(For French dial	P.O. Box 3700, Stn
your 16 digit Control	1-800-474-7501)	Industrial Park
Number, which is found on	You will need to provide	Markham, Ontario
the voting instruction form	your Control Number,	L3R 9Z9
	which is found on the
	voting instruction form

Reference is also made to the discussion in the Information Circular under "Instructions on Voting at the Meeting" for further information on voting.

QUESTIONS AND ADDITIONAL INFORMATION

A Shareholder may also obtain additional information about the Notice-and-Access Provisions by calling TSX Trust Company toll-free at 1-888-433-6443.

DATED at Toronto, Ontario this 21st day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

signed "Christos Gazeas"

Christos Gazeas EVP, Legal, General Counsel and Corporate Secretary