Dexterra Group Inc. — Proxy Solicitation & Information Statement 2023

Mar 23, 2023

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;
• 1. to elect directors;
• 1. to appoint an 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 hereto; and
• 1. 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 1-888- 489-5760 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

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 10, 2023

GENERAL

In this Management Information Circular and Proxy Statement ("Information Circular"), unless otherwise noted, all dollar amounts are expressed in Canadian dollars. Information contained in this Information Circular is given as of March 21, 2023, unless otherwise stated.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Dexterra Group Inc. ("Dexterra") for use at the Annual and Special Meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Dexterra to be held on Wednesday, May 10, 2023, at 11:00 a.m. EST via live audio webcast athttps://web.lumiagm.com/260045440 and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Meeting.

Accompanying this Information Circular (and filed with applicable securities regulatory authorities) is the form of proxy (the "Instrument of Proxy") for use at the Meeting, by registered holders of Common Shares ("Registered Shareholders").

Proxies will be solicited by mail and may also be solicited personally or by telephone or facsimile by the directors or officers of Dexterra, who will not be specifically remunerated therefore. The cost of solicitation by management of Dexterra will be borne by Dexterra. Dexterra may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of voting securities of Dexterra (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Information Circular, the Notice of Meeting and voting instruction form to the beneficial owners of such securities. Dexterra will provide, without cost to such persons, upon request to Dexterra, additional copies of the foregoing documents required for this purpose.

NOTICE-AND-ACCESS

Dexterra has elected to use the "notice-and-access" provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the Meeting in respect of mailings to its shareholders who do not hold their Common Shares in their own name but rather hold their Common Shares indirectly through accounts with such institutions as brokerage firms, banks and trust companies (referred to in this Information Circular as "Beneficial Shareholders"). Dexterra will also be using the Notice-and-Access Provisions in respect of mailings to its Registered 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 an information circular in respect of a meeting of its shareholders and related materials, online.

Dexterra will be delivering proxy-related materials directly to non-objecting Beneficial Shareholders and indirectly through intermediaries to objecting Beneficial Shareholders, and Dexterra intends to pay intermediaries for the delivery of such material.

The Information Circular together with related materials have been posted and are available for review on Dexterra's profile on SEDAR at sedar.com. The Information Circular and related proxy 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 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.

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.

ATTENDING AND PARTICIPATING AT THE VIRTUAL MEETING

Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholders) will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/260045440.

Questions submitted via the Lumi online platform that relate to the business of the Meeting are expected to be addressed in the question-and-answer section of the Meeting. Such questions will be read by the Chair of the meeting or a designee of the Chair and responded to by a representative of Dexterra as they would be at in-person shareholders meetings. Questions submitted via the Lumi online platform will be moderated before being sent to the Chair of the Meeting. This is to avoid repetition and to ensure an orderly Meeting. The Chair of the meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order. Questions can be submitted at any time as prompted by the Chair during the Meeting until the Chair closes the session.

Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholders) may enter the Meeting by clicking "I have a control number" and entering a valid control number and the password "dexterra2023" (case sensitive) before the start of the Meeting. Guests, including Beneficial Shareholders who have not duly appointed themselves as a proxyholder, can log in to the Meeting by clicking "I am a guest" and completing the online form. Guests will be able to listen to the Meeting, but will not be able to ask questions or vote. See "Instructions on Voting at the Meeting" for additional information on voting at the Meeting and "Instructions on Voting at the Meeting – Appointing a Proxy" for additional information on appointing yourself or a third party as a proxyholder and registering with TSX Trust Company.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. You will need the latest versions of Chrome, Safari, Edge and Firefox. Please ensure our browser is compatible by logging in early. PLEASE DO NOT USE INTERNET EXPLORER. Caution: Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the Meeting. If you are experiencing any difficulty connecting to the Meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization. The Meeting will begin promptly at 11:00 a.m. EST on May 10, 2023, unless otherwise adjourned or postponed. Online check-in will begin one hour prior to the Meeting, at 10:00 a.m. EST. It is recommended that you log in online at least 15 minutes before the Meeting starts to allow ample time for online check-in procedures.

INSTRUCTIONS ON VOTING AT THE MEETING

How to vote depends on whether you are a Registered Shareholder or Beneficial Shareholder. You are a Registered Shareholder if the Common Shares you own are registered directly in your name. You are a Beneficial Shareholder if the Common Shares you own are registered for you in the name of an intermediary such as a bank, trust company, securities broker or other nominee (each, an "Intermediary").

Registered Shareholders

Registered Shareholders may vote their Common Shares in the following ways: (1) in advance of the Meeting by submitting the Instrument of Proxy provided herewith by mail, internet, telephone or fax, as outlined below under "Voting in Advance of the Meeting" or (2) during the Meeting by voting online through the live audio webcast platform.

Registered Shareholders who wish to be represented at the Meeting by proxy must complete and deliver the Instrument of Proxy or other proper form of proxy to TSX Trust Company in the manner set out in the Instrument of Proxy. Shareholders are entitled to vote on all matters as described in the Instrument of Proxy. R. William McFarland and Mark Becker (the management designees named in the accompanying Instrument of Proxy) are officers and/or directors of Dexterra. A Shareholder has the right to appoint a person (who need not be a Shareholder), other than R. William McFarland and Mark Becker, to represent such Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of the person being appointed as proxyholder in the blank space provided on the Instrument of Proxy. Such Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the Shareholder's Common Shares are to be voted. An Instrument of Proxy will not be valid unless it is deposited at the offices of TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by 11:00 a.m. EST on Monday, May 8, 2023 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and date of the adjourned or postponed Meeting or with the Chair of the Meeting prior to commencement thereof. Registered Shareholders may also submit their Instrument of Proxy by internet, telephone or fax, as described below under "Voting in Advance of the Meeting". Registered Shareholders who wish to appoint a proxy different than the management designees MUST submit an Instrument of Proxy appointing a proxyholder AND register that proxyholder by contacting TSX Trust Company by going to TSX Trust Company's website athttps://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling 1-866-751-6315 (in North America) or 1-647-252-9650 (outside North America) by 11:00 a.m. EST on Monday, May 8, 2023 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and date of the adjourned or postponed Meeting. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Instrument of Proxy. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online sign-in credentials and that is required for them to vote at the Meeting. Registered Shareholders are encouraged to submit their Instrument of Proxy as soon as practicable. See "Instructions on Voting at the Meeting – Appointing a Proxy" below.

Registered Shareholders who want to attend the Meeting virtually and vote online during the Meeting should not complete the Instrument of Proxy and should instead follow the instructions below:

Step 1: Log in online at https://web.lumiagm.com/260045440 at least 15 minutes before the Meeting starts.

Step 2: Click "I have a control number" and then enter your control number and password "dexterra2023" (case sensitive) and complete an online ballot during the Meeting. The control number is located on the Instrument of Proxy or in the email notification you received from TSX Trust Company.

If you use your control number to log in to the Meeting and you have previously completed and submitted a proxy, there is no need to vote again as your vote has already been recorded. Any vote you cast at the Meeting will revoke any proxy you previously submitted.

Beneficial Shareholders

Beneficial Shareholders are Shareholders whose Common Shares are not held in their own name but in the name of a "nominee" such as a bank, trust company, securities dealer or broker, or other intermediary. As such, the Intermediary will be the entity legally entitled to vote the Common Shares held by such Beneficial Shareholders and must seek such Beneficial Shareholders' instructions as to how to vote such Beneficial Shareholders' Common Shares.

A Beneficial Shareholder may vote their Common Shares in two ways: (1) in advance of the Meeting by submitting the voting instruction form to the Intermediary, or (2) during the Meeting by voting online through the live audio webcast platform, BUT only if such Beneficial Shareholder has duly appointed themselves as proxyholder AND has registered as proxyholder with TSX Trust Company in order to receive a control number, as described further below.

Beneficial Shareholders, except those that have previously informed their Intermediary that they do not wish to receive material relating to shareholders' meetings will have received the voting instruction form. The voting instruction form contains instructions on how to complete the form, where to return it to and the deadline for returning it, which may be earlier than the deadline for Registered Shareholders. It is important that you read and follow the instructions on the voting instruction form in order to have your vote count. If you are unsure about anything in such voting instructions, contact your bank, trust company, securities dealer or broker, or other intermediary through which you hold your Common Shares.

Beneficial Shareholders who wish to vote at the Meeting through the live audio webcast platform, must insert their own name in the space provided on the voting instruction form received from the Intermediary. In so doing, such Beneficial Shareholder will be instructing its Intermediary to appoint such Beneficial Shareholder as proxyholder. Beneficial Shareholders must adhere strictly to the signature and return instructions provided by the Intermediary. It is not necessary to complete the form in any other respect since such Beneficial Shareholder will be voting at the Meeting by voting online through the live audio webcast platform. Beneficial Shareholders who wish to vote at the Meeting must register as proxyholder by contacting TSX Trust Company by going to TSX Trust Company's website at https://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling 1-866-751- 6315 (in North America) or 1-647-252-9650 (outside North America). TSX Trust Company will then provide the Beneficial Shareholder with a control number by email after the proxy voting deadline has passed. The control number is the Beneficial Shareholder's username for the purposes of logging into the Meeting.

Beneficial Shareholders who do not plan to attend the Meeting can either mark their voting instructions on the voting instruction form or appoint another person (a proxyholder) to attend the Meeting and vote their Common Shares for them. Beneficial Shareholders who appoint a proxyholder other than R. William McFarland and Mark Becker (the management designees on the voting instruction form) must submit their voting instruction form appointing that proxyholder AND register that proxyholder by contacting TSX Trust Company by going to TSX Trust Company's website at https://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling 1-866-751- 6315 (in North America) or 1-647-252-9650 (outside North America). TSX Trust Company will then provide the proxyholder with a control number by email after the proxy voting deadline has passed. The control number is the proxyholder's username for the purposes of logging into the Meeting. See "Instructions on Voting at the Meeting – Appointing a Proxy" below for additional information on appointing and registering a proxyholder with TSX Trust Company.

Only Registered Shareholders, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. If you are a Beneficial Shareholder and wish to vote at the Meeting, you must insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder by contacting TSX Trust Company by going to TSX Trust Company's website athttps://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling at 1-866-751-6315 (in North America) or 1-647-252-9650 (outside North America), as further described below under "Instructions on Voting at the Meeting – Appointing a Proxy". By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. TSX Trust Company will then provide a control number that will act as your online sign-in credentials by email after the proxy voting deadline has passed and you have been duly appointed.

Beneficial Shareholders who have duly appointed themselves as a proxyholder that attend the Meeting online will be able to vote by completing a ballot online during the Meeting through the live audio webcast platform as follows:

Step 1: Log in online https://web.lumiagm.com/260045440 at least 15 minutes before the Meeting starts.

Step 2: Click "I have a control number" and then enter your control number and password "dexterra2023" (case sensitive). Proxyholders (including Beneficial Shareholders who have appointed themselves as proxyholder) who have been duly appointed and registered with TSX Trust Company will receive a control number by email from TSX Trust Company after the proxy voting deadline has passed.

Failing to register your proxyholder with TSX Trust Company will result in the proxyholder not receiving a control number, which is required to vote at the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest.

Beneficial Shareholders who have provided voting instructions to their Intermediary and change their mind about how they want to vote, or who decide to attend the Meeting and vote online, must contact their Intermediary to find out what to do.

If you are a Beneficial Shareholder and you have previously appointed yourself as proxyholder, completed and submitted a proxy, there is no need to vote again as your vote has already been recorded. Any vote you cast at the Meeting as a duly appointed proxyholder will revoke any proxy you previously submitted.

Appointing a Proxy

Shareholders who wish to appoint a person other than R. William McFarland and Mark Becker, the management designees identified in the Instrument of Proxy or voting instruction form (including a Beneficial Shareholder who wishes to appoint themself as proxyholder), to represent them at the Meeting MUST submit their Instrument of Proxy or voting instruction form (as applicable), appointing such proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Instrument of Proxy or voting instruction form. Failure to register the proxyholder with TSX Trust Company will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will be able to listen to the Meeting but will not be able to vote.

Step 1: Submit your Instrument of Proxy or voting instruction form: To appoint a proxyholder, insert such person's name in the blank space provided in the Instrument of Proxy or voting instruction form and follow the instructions for submitting such Instrument of Proxy or voting instruction form. This must be completed prior to registering such proxyholder.

Step 2: Register your proxyholder: To register a proxyholder, Shareholders must contact TSX Trust Company by going to TSX Trust Company's website athttps://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling at 1-866-751-6315 (in North America) or 1-647-252-9650 (outside North America) by 11:00 a.m. EST on Monday, May 8, 2023, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and date of the adjourned or postponed Meeting, and provide TSX Trust Company with the required proxyholder contact information so that TSX Trust Company may provide the proxyholder with a control number via email. Without a control number, proxyholders will not be able to vote or ask questions at the Meeting but will be able to participate as a guest.

Validly appointed proxyholders will be able to vote by completing a ballot online during the Meeting through the live audio webcast platform as follows:

Step 1: Log in online at https://web.lumiagm.com/260045440 at least 15 minutes before the Meeting starts.

Step 2: Click "I have a control number" and then enter your control number and password "dexterra2023" (case sensitive). Proxyholders who have been duly appointed and registered with TSX Trust Company will receive a control number by email from TSX Trust Company after the proxy voting deadline has passed.

REVOCATION OF PROXIES

A Registered Shareholder who has submitted an Instrument of Proxy may revoke it by an instrument in writing signed by the Shareholder or by an authorized attorney or, if the Shareholder is a corporation, by a duly authorized officer, and deposited at the offices of TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment or postponement thereof.

Only Registered Shareholders have the right to revoke an Instrument of Proxy at the Meeting. Registered Shareholders who log in to the Meeting using their control number and vote during the Meeting will revoke any and all previously submitted proxies by voting on the online ballot. Beneficial Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, contact their respective Intermediaries to find out what to do to change their vote.

EXERCISE OF DISCRETION BY PROXYHOLDERS

The persons named in the enclosed Instrument of Proxy will vote (or withhold from voting) the Common Shares of Dexterra in respect of which they are appointed in accordance with the direction of the Shareholders appointing them. In the absence of such direction, such Common Shares will be voted FOR the approval of the election of each of the nominees hereinafter set forth as directors of Dexterra, FOR the appointment of PricewaterhouseCoopers LLP as Auditor of Dexterra and FOR the re-approval the Option Plan of Dexterra, as amended. The enclosed Instrument of Proxy confers discretionary authority upon the persons named therein with respect to any amendments or variations in the matters outlined in the accompanying Notice of Meeting or any other business which may properly come before the Meeting. The management of Dexterra knows of no such amendments, variations, or other business to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters which are not known to management of Dexterra should properly come before the Meeting, the Instrument of Proxy given pursuant to the solicitation by management of Dexterra will be voted on such matters in accordance with the best judgment of the persons voting the Instrument of Proxy.

VOTING IN ADVANCE OF THE MEETING

Voting by Internet

Shareholders may use the internet site at www.meeting-vote.com to transmit their voting instructions. Shareholders should have the Instrument of Proxy in hand when they access the web site. Shareholders will be prompted to enter their 13 digit Control Number, which is located on the Instrument of Proxy. If Shareholders wish to vote by internet, your vote must be received 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. The web site may be used to appoint a proxyholder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxyholder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their Instrument of Proxy and/or voting direction, prior to the deadline noted above. When resubmitting an Instrument of Proxy, the most recently submitted Instrument of Proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last Instrument of Proxy is submitted by the deadline noted above.

Vote by Telephone or Fax

In order to vote by telephone, use any touch-tone telephone to transmit your voting instructions not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time and date set for the Meeting and any adjournment or postponement thereof. Telephone toll-free 1-888-489-5760 and follow the instructions the "Vote Voice" provides you. Have the Instrument of Proxy in hand when you call. You will be prompted to enter your Control Number, which is located on the Instrument of Proxy. The control number is your personal security code and will be used to authenticate your voting instructions. If you vote by telephone, you cannot appoint anyone other than the person or persons named on the Instrument of Proxy as your proxy holder.

In order to vote by fax, complete, sign and date your Instrument of Proxy and send it by fax not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time and date set for the Meeting and any adjournment or postponement thereof to TSX Trust Company at 416-595-9593.

SIGNING OF THE INSTRUMENT OF PROXY

The Instrument of Proxy must be signed by the Shareholder, or his duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with Dexterra).

VOTING SHARES AND PRINCIPAL HOLDERS OF SHARES

Voting of Common Shares – General

As at March 21, 2023 (the "Record Date"), Dexterra had 65,241,628 Common Shares issued and outstanding each of which carries the right to one vote at meetings of Shareholders. Only Registered Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting, except to the extent that: (a) the holder has transferred the ownership of any of the holder's Common Shares after the Record Date; and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that the transferee owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that the transferee's name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote its Common Shares at the Meeting.

Under the Amended and Restated By-Laws of Dexterra, a quorum of Shareholders is present at a meeting of Shareholders if at least two (2) persons are present, together holding or representing not less than twenty-five (25%) percent of the Common Shares entitled to be voted at the Meeting.

Principal Shareholders

As of the date of this Information Circular, the directors and officers of Dexterra are not aware of anyone who beneficially owns, directly or indirectly, or exercises control or direction over, securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of Dexterra entitled to be voted at the Meeting except as set forth in the following table, which is based on publicly available information:

Name of Shareholder and Municipality of Residence	Common Shares Owned, Controlled or Directed	Percentage of Common Shares(2)
Fairfax Financial Holdings Limited(1) Toronto, Ontario	31,957,781	49%
Polar Asset Management Partners Inc. Toronto, Ontario	8,483,033(3)	13%

Notes:

(1) Common Shares held by Fairfax Financial Holdings Limited and its affiliates.

(2) Based on 65,241,628 issued and outstanding Common Shares as at March 21, 2023.

(3) As of October 31, 2022, as reported to Dexterra by a representative of Polar Asset Management Partners Inc., Polar holds or exercises control or direction over such Common Shares on behalf of client accounts over which it has discretionary trading authority.

FINANCIAL STATEMENTS

At the Meeting, Dexterra will present to the Shareholders the audited consolidated financial statements of Dexterra for the financial years ended December 31, 2022 and December 31, 2021 and the Auditor's Report thereon. No vote by the Shareholders with respect to these matters is required. National Instrument 51-102 Continuous Disclosure Obligations, ("NI 51-102") provides that Dexterra is not required to send annual or interim financial statements or the management's discussion and analysis relating thereto to its Registered and Beneficial Shareholders, unless they request copies of same. However, the ABCA requires that annual financial statements be sent to each Registered Shareholder, unless waived in writing by the Registered Shareholder. NI 51-102 also provides that Dexterra must send annually a request form to its Registered Shareholders and Beneficial Shareholders that may be used by such Shareholders to request any or all of the annual and interim financial statements and the management's discussion and analysis relating thereto. Shareholders are encouraged to review and, if action is desired, send the enclosed return cards to TSX Trust Company, Account Maintenance, 301-100 Adelaide Street West, Toronto, ON, M5H 4H1.

Shareholders may obtain a copy of Dexterra's latest Annual Information Form (together with the documents incorporated therein by reference), Annual Report (which contains the comparative consolidated financial statements for 2022 together with the report of the auditor thereon and management's discussion and analysis of its financial condition and results of operations for 2022), any of its interim financial statements for periods subsequent to the end of Dexterra's 2022 fiscal year and this Information Circular, upon request to the Corporate Secretary at 5915 Airport Rd., Suite 425, Mississauga, ON L4V 1T1. There will be no charge to Shareholders for these documents. Shareholders can also find these documents and additional information on Dexterra's website at dexterra.com or on SEDAR at sedar.com.

MATTERS TO BE ACTED UPON AT THE MEETING

1. Election of Directors

On May 29, 2020, Dexterra (formerly Horizon North Logistics Inc.) acquired all the issued and outstanding shares (the "Transaction") of 10647802 Canada Limited, operating as Dexterra Integrated Facilities Management ("DIFM"), an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited (together with its affiliates, "Fairfax"), which resulted in Fairfax controlling 49% of Dexterra. In connection with the Transaction, Dexterra and an affiliate of Fairfax entered into an investor rights agreement (the "Investor Rights Agreement") related to, among other things, matters related to the election of the board of directors (the "Board"). Pursuant to the terms and subject to the conditions set forth in the Investor Rights Agreement, in respect of any director election meeting that Fairfax, in the aggregate, owns, controls or directs, directly or indirectly, at least 40% of the outstanding Common Shares (on a non-diluted basis) it shall be entitled to designate 50% of the persons nominated for election of Dexterra ("Fairfax Nominees") rounded up to the nearest whole number and that Dexterra shall recommend Shareholders vote to elect such nominees. Additionally, the Investor Rights Agreement provides that for as long as Fairfax, in the aggregate, owns, controls or directs, directly or indirectly, at least 10% of the outstanding Common Shares (on a non-diluted basis) the Board will at all times consist of eight directors or such other number as Dexterra and Fairfax may agree. Dexterra and Fairfax agreed that the Board would consist of nine (9) directors.

The following persons are proposed to be nominated for election as directors of Dexterra at the Meeting:

Mary Garden David Johnston Simon Landy Mark Becker R. William McFarland Kevin D. Nabholz Russell Newmark Tabatha Bull Antonia Rossi

The proposed directors include five (5) Fairfax Nominees, being R. William McFarland, David Johnston, Simon Landy, Mary Garden and Mark Becker. The Board has concluded that each nominee is well qualified to serve on the Board. The nominees have the relevant expertise essential to ensure appropriate strategic direction and oversight. Each director nominee has confirmed his or her eligibility and willingness to serve as a director if elected. All of the directors who are elected will have their terms of office expire at the next annual meeting of Shareholders, or until successors are elected or such directors resign.

Majority Voting for Directors

The Board has adopted a majority voting policy for uncontested election of directors ("Majority Voting Policy"). The Board believes that each director of Dexterra should carry the confidence and support of its Shareholders. If, with respect to any director nominee, the total number of Common Shares withheld exceeds the total number of Common Shares voted in favour of the nominee, then for purposes of the Majority Voting Policy such nominee shall be considered not to have received the support of Shareholders even though duly elected as a matter of corporate law.

Any nominee who is considered under the above test not to have the support of the Shareholders shall, forthwith, submit his or her resignation to the Board to take effect immediately upon acceptance by the Board.

The Board shall decide whether or not to accept the tendered resignation and is expected to accept the resignation absent exceptional circumstances. Further, the Board shall, not later than 90 days after the Shareholders' meeting, issue a news release, a copy of which will also be provided to the Toronto Stock Exchange ("TSX"), which either confirms that they have accepted the resignation or provides an explanation for why they have refused to accept such resignation. The director tendering his or her resignation will not participate in any meeting of the Board or any sub-committee of the Board at which the resignation is considered.

Advance Notice Provisions

Pursuant to the Amended and Restated By-laws of Dexterra, Dexterra has adopted advance notice requirements for the nomination of directors by Shareholders.

Adoption of an advance notice provision (the "Advance Notice Provisions") relating to the nomination of directors (i.e., the requirement that advance notice be provided to the Corporate Secretary of Dexterra if a Shareholder proposes to nominate directors for election at a meeting of Shareholders). The Advance Notice Provisions are included in Dexterra's Amended and Restated Bylaws to prevent stealth proxy contests and facilitate an orderly and efficient director nomination process by ensuring that all Shareholders receive adequate notice of director nominations and sufficient information in respect of all nominees so that the proposed nominees' qualifications and suitability as directors can be evaluated and an informed vote cast for the election of directors. The Advance Notice Provisions fix deadlines for submitting director nominations to Dexterra prior to any annual or special meeting of Shareholders where directors are to be elected, and sets forth the information that a Shareholder must include in their nomination in order for it to be valid. In the case of an annual Shareholders' meeting, the deadlines for notice of a Shareholders' director nominations are not less than 30 days prior to the meeting; provided, however, if the first public notice of an annual Shareholders' meeting is given less than 50 days prior to the meeting date, Shareholders must provide notice of their nominations by close of business on the 10th day following the announcement of the meeting. In the case of a special meeting (which is not also an annual meeting) called for the purpose of electing directors, Shareholders must provide notice of their nominations by close of business on the 15th day following first public announcement of the special Shareholders' meeting. In the event of an adjournment or postponement of an annual meeting or special meeting of shareholders or any announcement thereof, a new time period shall commence for the giving of timely notice.

This year, notices of nomination from Shareholders will be deemed timely if received on or prior to April 10, 2023.

The following table sets forth for each proposed director: their name, age, municipality, province and country of residence; their committee memberships; all positions and offices with Dexterra now held by them, the month and year in which they were first elected or appointed as a director; other public company board memberships; their principal occupation for at least the last 5 years along with a brief biography; and the number and percentage of Common Shares that they have advised are beneficially owned, controlled or directed by them, directly or indirectly, as of March 14, 2023:

Mark Becker Age: 55 Calgary, AB, Canada Not Independent(12)

Mr. Becker is the Chief Executive Officer, effective May 1, 2023. Prior to such appointment, he was Chief Operating Officer from August 2020 and President Industrial Services from 2018. Prior to joining Dexterra, Mr. Becker held executive positions with Husky Energy as Executive Advisor, Atlantic Offshore Development from February to August 2018, as well as Suncor in operations, major projects, and corporate strategy from July 2000 to November 2017. Mr. Becker holds a Master of Business Administration from the University of Alberta, a Bachelor of Science in Mechanical Engineering from the University of Saskatchewan, as well as the Institute of Corporate Directors designation (ICD.D) through the Rotman School of Business, University of Toronto.

Skills and Experience

Facilities Management Expertise, Operational Expertise, General Canadian Business Expertise, Construction Industry Expertise, Resources Expertise

2022 Board/Committee Membership					Attendance at Meetings during 2022(4)		Fees Earned in 2022(5)
				Nil
Other Public Company Board Public Board Interlocks Memberships
	None				None
				Securities Held
		Common		Percentage(6)	Total Market Value of
		Shares				Common Shares(7)
		63,860		0.1%		\$346,760
				Share Options Held
							Value of In-the
Date Granted		Expiry Date Number Granted		Grant	Total		Money
				Price	Unexercised		Unexercised
							Share Options(8)
06/01/2020	05/31/2025	100,000		\$3.05	100,000		\$238,000
01/05/2021	01/04/2026	67,243		\$6.49	67,243		Nil
01/05/2022	01/04/2027	55,118		\$8.50	55,118		Nil
01/05/2023	01/04/2028	58,013		\$5.35	58,013		\$4,641
					Cash Settled Performance Share Units (PSUs) Held
Date Granted		Expiry Date Number Granted		Total			Value of PSUs(13)
				Unvested
01/05/2021	01/05/2024	42,139		79,011			\$429,029
01/05/2022	01/05/2025	30,989		58,105			\$315,510
01/05/2023	01/05/2026	48,671		21,060			\$114,356
		Cash Settled Restricted Share Units (RSUs) Held
Date Granted	Expiry Date	Number		Total			Value of
		Granted		Unvested			RSUs(9)
01/05/2023	01/05/2026	11,232		11,232			\$60,990
	Voting Results of 2022 Annual Meeting(10)		Votes For			Votes Withheld
			Nil

Tabatha Bull Age: 46 Toronto, ON, Canada Director since January 2023 Independent(3)

Ms. Bull is an Anishnaabe Kwe from Nipissing First Nation and has a Bachelor of Applied Sciences from the University of Waterloo. Since March 2020 she has served as President & CEO of the Canadian Council for Aboriginal Business ("CCAB") which is committed to help rebuild and strengthen the path toward reconciliation and a prosperous Indigenous economy to benefit all Canadians. From September 2018 to February 2020, she was the COO of CCAB and prior to that she was a Senior Manager, First Nation and Metis Relations at Independent Electricity System Operator from 2014 to August 2018. An electrical engineer, Ms. Bull also informs Canada's energy sector by participating on the Positive Energy Advisory Council and on C.D. Howe Institute's Energy Policy program. Ms. Bull is also a member of several other boards and committees, including Queens University Engineering Circle of Advisors, Centennial College Aboriginal Education Council, Wigwamen Housing, and the Ontario Chamber of Commerce.

Skills and Experience

Board & Governance, Regulatory Expertise, General Canadian Business Experience and Construction Industry Expertise

	2022 Board/Committee Membership		Attendance at Meetings during	Fees Earned in 2022(5)
			Nil
	Other Public Company Board Memberships			Public Board Interlocks
	None			None
			Securities Held
		Common Shares	Percentage(6)		Total Market Value of Common Shares(7)
	Nil
			Share Options Held
		Date Granted Expiry Date Number Granted	Grant Price	Total Unexercised	Value of In-the Money Unexercised Share Options(8)
01/05/2023	01/04/2028	8,883	\$5.35	8,883	\$711
		Cash Settled Restricted Share Units (RSUs) Held
Date Granted		Expiry Date Number Granted	Total Unvested		Value of RSUs(9)
01/05/2023	01/05/2026	4,259	4,259		\$23,126
	Voting Results of 2022 Annual Meeting(10)		Votes For	Votes Withheld
			Nil

Mary Garden(1)(2) Age: 63 Victoria, BC, Canada Director since May 2016 Independent(3)

Ms. Garden has been a director of Dexterra since May 2016. Ms. Garden has over 30 years of executive leadership experience in business including commercial real estate, multi-family residential real estate, seniors housing, institutional investment, and hospitality. Over the course of her career, Ms. Garden has worked in executive level positions with BCI, PwC, Delta Hotels, PKF, Holiday Inn, Radisson Hotels, Pan Capital and Keg Restaurants. From 2008 to 2015, Ms. Garden led investment teams at the British Columbia Investment Management Corporation (BCI) managing Canadian and international multi-billion-dollar, private equity real estate portfolios for institutional pension plan clients. Ms. Garden has served on the boards of Bentall Kennedy, Parkbridge Lifestyle Communities, Delta Hotels, SilverBirch Hotels & Resorts and Habitat for Humanity Canada. Ms. Garden is the Chairs the University of Victoria Foundation board (\$500M AUM) and is actively engaged with numerous non-profit organizations in her community. Ms. Garden is the principal at Mary Garden & Associates, an advisory firm working with select global clients, government and C-Suite leaders in strategic consulting, executive coaching, mentoring and workplace wellbeing. Ms. Garden has a BA and MBA from the University of British Columbia and holds the ICD.D designation.

Skills and Experience

Board & Governance, General Canadian Business Experience, Construction Industry Expertise, Financial Expertise

	2022 Board/Committee Membership		Attendance at Meetings during	2022(4)		Fees Earned in 2022(5)
	Board			5 of 5 (100%)	\$93,000
	Audit			5 of 5 (100%)
	Corporate Governance and			5 of 5 (100%)
	Compensation
	Other Public Company Board Memberships			Public Board Interlocks
	None				None
			Securities Held
	Common Shares		Percentage(6)			Total Market Value of Common Shares(7)
	55,849		0.09%			\$303,260
			Share Options Held
						Value of In-the
		Number	Grant		Total	Money
Date Granted Expiry Date		Granted	Price		Unexercised	Unexercised Share Options(8)
06/01/2020	05/31/2025	25,000	\$3.05		25,000	\$59,500
01/05/2021	01/04/2026	5,884	\$6.49		5,884	Nil
01/05/2022	01/04/2027	4,823	\$8.50		4,823	Nil
01/05/2023	01/04/2028	8,883	\$5.35		8,883	\$711
		Cash Settled Restricted Share Units (RSUs) Held
Date Granted	Expiry Date	Number Granted	Total Unvested			Value of RSUs(9)
01/05/2021	01/05/2024	3,687	1,229			\$6,673
01/05/2022	01/05/2025	2,712	1,808			\$9,817
01/05/2023	01/05/2026	4,259	4,259			\$23,126
	Voting Results of 2022 Annual Meeting(10)		Votes For			Votes Withheld
			47,482,044	99.85%	69,359	0.15%

David Johnston(2)(11) Age: 81 Ottawa, ON, Canada Director Since May 2020 Independent(3)

The Right Honourable David Johnston, C.C. has been a director of Dexterra since May 29, 2020. Mr. Johnston has held several distinguished management and leadership positions in academia and government, including acting as the 28th Governor General of Canada from 2010 to 2017. In 2018, Mr. Johnston was appointed Colonel to the Royal Canadian Regiment. Prior to his installation as governor general, Mr. Johnston was a professor of law for 45 years and served as president and vice-chancellor of the University of Waterloo for two terms and principal and vice-chancellor of McGill University for 15 years. Mr. Johnston has also served on numerous provincial and federal task forces and committees, acted as president of the Association of Universities and Colleges of Canada (now Universities Canada) and of the Conférence des recteurs et des principaux des universités du Québec. Mr. Johnston is a member of the Order of Canada and was promoted to companion, the Order's highest level, in 1997. Mr. Johnston was also the first non-U.S. citizen to be elected chair of Harvard University's board of overseers. Mr. Johnston holds degrees from Harvard, Cambridge and Queens and has received more than three dozen honorary degrees or fellowships.

Skills and Experience

Board and Governance, Regulatory Expertise, Human Resources Management, Enterprise Risk Management

	2022 Board/Committee Membership			Attendance at Meetings during 2022(4)	Fees Earned in 2022(5)
	Board			5 of 5 (100%)	\$87,000
	Enterprise Risk Management			4 of 4 (100%)
	Corporate Governance and			5 of 5 (100%)
	Compensation
	Other Public Company Board Memberships			Public Board Interlocks
	Fairfax Financial Holdings Limited			Mr. Johnston and Mr. McFarland are both
				members of the board of Fairfax Financial
					Holdings Limited. The Board has determined that
					this relationship does not impair the exercise of
					independent judgement by these Board members
			Securities Held
	Common		Percentage(6)		Total Market Value of
	Shares				Common Shares(7)
	78,938		0.12%		\$428,633
			Share Options Held
					Value of In-the
Date Granted Expiry Date		Number	Grant	Total	Money
		Granted	Price	Unexercised	Unexercised Share Options(8)
06/01/2020	05/31/2025	25,000	\$3.05	25,000	\$59,500
01/05/2021	01/04/2026	5,884	\$6.49	5,884	Nil
01/05/2022	01/04/2027	4,823	\$8.50	4,823	Nil
01/05/2023	01/04/2028	8,883	\$5.35	8,883	\$711
				Cash Settled Restricted Share Units (RSUs) Held
Date Granted	Expiry Date	Number	Total		Value of RSUs(9)
		Granted	Unvested
01/05/2021	01/05/2024	3,687	1,229		\$6,673
01/05/2022	01/05/2025	2,712	1,808		\$9,817
01/05/2023	01/05/2026	4,259	4,259		\$23,126
	Voting Results of 2022 Annual Meeting(10)		Votes For		Votes Withheld
			47,455,720	99.80% 95,683	0.20%

Simon Landy(1)(11) Age: 62 Toronto, ON, Canada Director Since May 2020 Independent(3)

Mr. Landy has been a director of Dexterra since May 29, 2020. Mr. Landy co-founded the Outland Group in 1985, a major remote camp provider to government and industry in Canada's north. Outland Group remains one of the largest reforestation companies in Canada as part of Dexterra with well over one billion trees planted during the past 35 years. Mr. Landy led Outland Group's successful partnerships with First Nations communities across Canada in both business and education. Mr. Landy served as a director of Tangmaarvik Inland Camps Inc. and 9198-4468 Quebec Inc. (2016 to 2018) and was managing director of a partnership with the Fédération des coopératives du Nouveau-Québec in Quebec's Nunavik region. After a long career with Outland, Mr. Landy retired from the company and joined the DIFM board of directors in 2018. Mr. Landy holds a Bachelor of Science, Honours, from McGill University and graduated from the University of Toronto as a medical doctor in 1986.

Skills and Experience

Operational Expertise, Enterprise Risk Management, General Canadian Business Expertise, Resources Expertise

	2022 Board/Committee Membership			Attendance at Meetings during 2022(4)	Fees Earned in 2022(5)
	Board			5 of 5 (100%)	\$75,000
	Audit		5 of 5 (100%)
	Enterprise Risk Management			4 of 4 (100%)
	Other Public Company Board Memberships			Public Board Interlocks
	None			None
			Securities Held
	Common Shares		Percentage(6)		Total Market Value of Common Shares(7)
	49,166		0.07%		\$266,971
	Share Options Held
	Date Granted Expiry Date Number Granted		Grant Price	Total Unexercised	Value of In-the Money Unexercised Share Options(8)
06/01/2020	05/31/2025	25,000	\$3.05	8,334	\$19,835
01/05/2021	01/04/2026	5,884	\$6.49	5,884	Nil
01/05/2022	01/04/2027	4,823	\$8.50	4,823	Nil
01/05/2023	01/04/2028	8,883	\$5.35	8,883	\$711
		Cash Settled Restricted Share Units (RSUs) Held
Date Granted		Expiry Date Number Granted	Total		Value of RSUs(9)
			Unvested
01/05/2021	01/05/2024	3,687	1,229		\$6,673
01/05/2022	01/05/2025	2,712	1,808		\$9,817
01/05/2023	01/05/2026	4,259	4,259		\$23,126
	Voting Results of 2022 Annual Meeting(10)	Votes For			Votes Withheld
		47,539,812		99.98%	11,591 0.02%

R. William McFarland(1)(2) Age: 65 Toronto, ON, Canada Director Since May 2020 Independent(3)

Mr. McFarland is the Chair of the Dexterra Board and was appointed to the Board of Directors on May 29, 2020. Mr. McFarland also holds several other public company appointments, including member of the Board, Lead Director and Chair of the Audit Committee of Fairfax Financial Holdings Limited, a director and Chair of the Board of Farmers Edge Inc. and a director of Fairfax India Holdings Corporation. Mr. McFarland brings significant financial and management experience to Dexterra. Mr. McFarland was formerly the Chief Executive Officer of PricewaterhouseCoopers Canada (2011 to June 2018). Prior to that, Mr. McFarland was a member of the executive team at PricewaterhouseCoopers Canada from 2005 to 2011 and led the Greater Toronto Area audit practice from 2002 to 2005. Mr. McFarland is a Chartered Professional Accountant and a fellow of the Chartered Professional Accountants of Ontario. Mr. McFarland is also a director and chairman of AGT Food & Ingredients Inc., a private company, and formerly was chair of the Board of the Conference Board of Canada.

Skills and Experience

Financial Expertise, Board and Governance, Capital Markets, Strategic Planning, Mergers and Acquisitions

2022 Board/Committee Membership	Attendance at Meetings during 2022(4)	Fees Earned in 2022(5)
Board	5 of 5 (100%)	\$150,000
Audit	5 of 5 (100%)
Corporate Governance and	5 of 5 (100%)
Compensation
Other Public Company Board Memberships	Public Board Interlocks
Fairfax Financial Holdings Limited	Mr. McFarland and Mr. Johnston are both
Fairfax India Holding Corporation	members of the Board of Directors of Fairfax
Farmers Edge Inc.	Financial Holdings Limited. The Board has
	determined that this relationship does not
	impair the exercise of independent judgement
	by these Board members

Percentage(6) Common Total Market Value of Common Shares(7) Shares 167,334 0.2% \$908,624
Share Options Held
Value of In-the Number Grant Total Money Date Granted Expiry Date Granted Price Unexercised Unexercised Share Options(8)
06/01/2020 05/31/2025 50,000 \$3.05 16,666 \$39,665
01/05/2021 01/04/2026 16,811 \$6.49 16,811 Nil
01/05/2022 01/04/2027 13,780 \$8.50 13,780 Nil
01/05/2023 01/04/2028 25,381 \$5.35 25,381 \$2,030
Cash Settled Restricted Share Units (RSUs) Held
Value of RSUs(9) Date Granted Expiry Date Number Total
Granted Unvested
01/05/2021 01/05/2024 10,535 3,512 \$19,070
01/05/2022 01/05/2025 7,747 5,162 \$28,030
01/05/2023 01/05/2026 12,168 12,168 \$66,072
Voting Results of 2022 Annual Votes For Votes Withheld Meeting(10)
47,454,520 99.80% 96,883 0.20%

Kevin D. Nabholz(2)(11) Age: 66 Calgary, AB, Canada Director since May 2012 Independent(3)

Mr. Nabholz is an independent businessman. Mr. Nabholz was the Chair of the Dexterra Board from March 2017 until May 2020 and a director of Dexterra since May 2012. Mr. Nabholz has over 30 years of experience in the oil sands industry. Mr. Nabholz retired as Executive Vice President, Major Projects at Suncor Energy Inc. ("Suncor") on March 1, 2012, having been at Suncor for 25 years. Mr. Nabholz was involved in all facets of the business at Suncor, including Operations, Maintenance and Projects and in his latest role led the execution of over \$30 billion of major projects. Mr. Nabholz has served on a number of private company boards, as well as not-for-profit entities including the Northern Alberta Institute of Technology, Construction Owners Association of Alberta, Keyano College Foundation, the United Way of Fort McMurray and several others.

Skills and Experience

Board and Governance, Construction Industry Expertise, Operational Expertise, General Canadian Business Experience

	2022 Board/Committee Membership			Attendance at Meetings during 2022(4)	Fees Earned in 2022(5)
	Board			5 of 5 (100%)	\$87,000
	Corporate Governance and			5 of 5 (100%)
	Compensation
	Enterprise Risk Management			4 of 4 (100%)
	Other Public Company Board Memberships			Public Board Interlocks
	None			None
		Securities Held
		Common Shares	Percentage(6)		Total Market Value of Common Shares(7)
		369,500	0.5%		\$2,006,385
Share Options Held
					Value of In-the
			Grant	Total	Money
		Date Granted Expiry Date Number Granted	Price	Unexercised	Unexercised
					Share Options(8)
06/01/2020	05/31/2025	25,000	\$3.05	25,000	\$59,500
01/05/2021	01/04/2026	5,884	\$6.49	5,884	Nil
01/05/2022	01/04/2027	4,823	\$8.50	4,823	Nil
01/05/2023	01/04/2028	8,883	\$5.35	8,883	\$711
		Cash Settled Restricted Share Units (RSUs) Held
Date Granted		Expiry Date Number Granted	Total		Value of RSUs(9)
			Unvested
01/05/2021	01/05/2024	3,687	1,229		\$6,673
01/05/2022	01/05/2025	2,712	1,808		\$9,817
01/05/2023	01/05/2026	4,259	4,259		\$23,126
	Voting Results of 2022 Annual Meeting(10)	Votes For			Votes Withheld
		46,016,391		96.77% 1,535,012	3.23%

Mr. Newmark has been a director of Dexterra since June 2006. Mr. Newmark has extensive and diverse business knowledge and experience throughout northern Canada and has been Chief Executive Officer of E. Gruben's Transport Ltd. since 1990, a successful contracting firm based in the Northwest Territories. Since 1976, he has been recognized as a leader within the Mackenzie Delta and Beaufort Sea regions and has served on numerous corporate and government boards including the Inuvialuit Development Corporation, Norterra Inc. and the GNWT Business Loan Fund Board.

Skills and Experience

Operational Expertise, Construction Industry Expertise, General Canadian Business Experience, Resources Experience

²⁰²² Board/Committee Membership Attendance at Meetings during 2022(4) Fees Earned in 2022(5) Board Audit Enterprise Risk Management 5 of 5 (100%) 5 of 5 (100%) 4 of 4 (100%) \$75,000 Other Public Company Board Memberships Public Board Interlocks None None Securities Held Common Shares Percentage(6) Total Market Value of Common Shares(7) 273,405 0.4% \$1,484,589 Share Options Held Date Granted Expiry Date Number Granted Grant Price Total Unexercised Value of In-the-Money Unexercised Share Options(8) 06/01/2020 01/05/2021 01/05/2022 01/05/2023 05/31/2025 01/04/2026 01/04/2027 01/04/2028 25,000 5,884 4,823 8,883 \$3.05 \$6.49 \$8.50 \$5.35 16,666 5,884 4,823 8,883 \$39,665 Nil Nil \$711 Cash Settled Restricted Share Units (RSUs) Held Date Granted Expiry Date Number Granted Total Unvested Value of RSUs(9) 01/05/2021 01/05/2022 01/05/2023 01/05/2024 01/05/2025 01/05/2026 3,687 2,712 4,259 1,229 1,808 4,259 \$6,673 \$9,817 \$23,126 Voting Results of 2022 Annual Meeting(10) Votes For Votes Withheld 47,527,184 99.95% 24,219 0.05%

Russell A. Newmark(1)(11) Age: 68 Inuvik, Northwest Territories, Canada Director since June 2006 Independent(3)

Antonia Rossi Age: 58 Toronto, ON, Canada Director since January 2023 Independent(3)

Ms. Rossi is a 30-year experienced commercial real estate professional. Since 2016 she has served as President, Real Estate at Infrastructure Ontario ("IO") and served as Interim President and CEO at IO during 2017. She was a key member of the Executive Team merging Ontario Realty Corp and IO in 2012. Before joining the Crown Corporation, she was in development at Oxford Properties with much of her real estate career at Cadillac Fairview. A graduate from the University of Toronto, Ms. Rossi holds an Honours Bachelor of Physical and Health Education, her ICD.D from Rotman and has extensive board and community experience serving on various not-for-profit and other corporate boards and committees. She received the 2020 Women's Infrastructure Network Outstanding Leader Award. Ms. Rossi serves on the Board of North York General Hospital and recently served on Ryerson's Realty Advisory Board, ULI's Advisory Board, co-chaired the Federal/Provincial/Territorial Realty Committee, co-chaired the 2017 Toronto Real Estate Forum and is past Chair of the Habitat Toronto and REALPAC Boards.

Skills and Experience

Facilities Management Industry, Operational Expertise, Construction Industry Expertise and Enterprise Risk-Management

	2022 Board/Committee Membership			Attendance at Meetings during 2022(4)		Fees Earned in 2022(5)
			Nil
	Other Public Company Board Memberships				Public Board Interlocks
	None				None
		Securities Held
		Common Shares		Percentage(6)		Total Market Value of Common Shares(7)
			Nil
		Share Options Held
Date Granted Expiry Date		Number Granted		Grant Price	Total Unexercised	Value of In-the Money Unexercised Share Options(8)
01/05/2023	01/04/2028	8,883		\$5.35	8,883	\$711
		Cash Settled Restricted Share Units (RSUs) Held
Date Granted	Expiry Date	Number Granted		Total		Value of RSUs(9)
				Unvested
01/05/2023	01/05/2026	4,259		4,259		\$23,126
	Voting Results of 2022 Annual Meeting(10)		Votes For			Votes Withheld
			Nil

Notes:

(1) Member of the Audit Committee.

(2) Member of the Corporate Governance and Compensation Committee.

(3) "Independent" refers to the standards of independence set forth within section 1.4 of National Instrument 52-110 - Audit Committees.

(4) Attendance in person or by telephone. Mr. MacCuish is not standing for re-election at the upcoming board meeting but had attended all Board meetings in 2022.

(8) Based the difference between the March 14, 2023 closing price on the TSX of the Common Shares of \$5.43 per share and the grant price of the option to purchase the Common Shares.

(9) Value of the RSUs was determined by multiplying the number of cash settled RSUs held by each director nominee as of March 14, 2023 by \$5.43, which was the closing price of the Common Shares on the TSX on that date.

(10) Annual Meeting of Shareholders of Dexterra held on May 11, 2022.

(11) Member of the Enterprise Risk Management Committee.

(12) Mr. Becker is the Chief Executive Officer of Dexterra, effective May 1, 2023 and a member of management, therefore is not an independent director.

(13) Value of the PSUs was determined by multiplying the number of cash settled PSUs as of March 14, 2023 by \$5.43, which was the closing price of the Common Shares on the TSX on that date and assumes that 100% of the PSUs would vest pursuant to the performance criteria. Mr. Becker's

⁽⁵⁾ Mr. McFarland earned a \$150,000 annual retainer as Board Chair and each other non-management board member earned a \$75,000 annual retainer. The Chair of the Audit Committee, Ms. Garden, received an additional retainer of \$18,000, and the Chairs of the Enterprise Risk Management Committee and Corporate Governance and Compensation Committee, Messrs. Johnston and Nabholz, each received an additional retainer of \$12,000. Mr. Nabholz also received \$4,000 in travel allowance payments for attending Board/Committee meetings in person.

⁽⁶⁾ Percentage of Common Shares beneficially owned is calculated based on an aggregate of 65,241,628 Common Shares outstanding as of March 21, 2023.

⁽⁷⁾ Total market value of Common Shares was determined by multiplying the number of Common Shares held by each director nominee as of March 14, 2023 by \$5.43, which was the closing price of the Common Shares on the TSX on that date.

PSUs were awarded in connection with his role as Chief Operations Officer. However, these PSUs do not vest until three years after their grant date, and any vesting is subject to performance criteria noted under the heading "Long Term Incentive Plan – Options and Restricted and Performance Share Units", which includes a total shareholder return (including dividends) of 70% and 73% above their grant price for the 2022 and 2021 PSUs granted, respectively.

The Board has determined that each nominee for election to the Board of Dexterra is independent pursuant to the standards of independence set forth within section 1.4 of National Instrument 52-110 - Audit Committees ("NI 52-110") with the exception of Mark Becker who is the Chief Executive Officer ("CEO") of Dexterra, as of May 1, 2023.

It is the intention of the persons named in the Instrument of Proxy, if not expressly directed otherwise in such Instrument of Proxy, to vote such proxies FOR the election of the nominees described above as directors of Dexterra. It is not contemplated that nominees will be unable to serve as directors, but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of Instrument of Proxy reserve the right to vote for other nominees at their discretion.

As at March 21, 2023, the directors and officers of Dexterra, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 1,137,303 Common Shares, or approximately 1.74% of the issued and outstanding Common Shares, based on 65,241,628 issued and outstanding Common Shares. In addition, as at March 21, 2023, the directors and officers of Dexterra, as a group, have outstanding share option ("Options") to purchase 1,713,047 Common Shares.

Additional Disclosure Relating to Proposed Directors

Simon Landy was the President and a director of Outland Group, which formed part of Carillion Canada Inc. which was subject to proceedings under the Companies' Creditors Arrangement Act (Canada) in connection with the global insolvency proceedings of U.K.-based parent corporation Carillion plc in January 2018.

2. Appointment of the Auditor

The Shareholders will consider an ordinary resolution to appoint the firm of PricewaterhouseCoopers LLP ("PwC"), Chartered Professional Accountants, of Toronto, Ontario, to serve as auditor of Dexterra until the next annual meeting of the Shareholders and to authorize the directors of Dexterra to fix their remuneration. PwC has been the auditor of Dexterra since June 1, 2020. Should PwC for any reason be unwilling or unable to accept re-appointment, Dexterra's directors will exercise their discretion to appoint an alternate auditor.

It is the intention of the persons named in the Instrument of Proxy, if not expressly directed otherwise in such Instrument of Proxy, to vote such proxies FOR the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of Dexterra.

3. Re-approval of the Dexterra Option plan

Background of the Option Plan and the Proposed Amendment

The Dexterra Stock Option Plan (the "Option Plan") was last approved by Shareholders at its annual meeting on May 26, 2020. The policies of the TSX require that every three years the Option Plan be re-approved at a meeting of the Shareholders. Therefore, the holders of Common Shares will be asked to re-approve the Option Plan at the Meeting. The text of the resolution re-approving the Option Plan including the amendments to the Option Plan referred to in this Information Circular is set out below. In order to be passed, this resolution must be approved by at least a majority of the votes cast by Shareholders represented virtually or by proxy at the Meeting.

The Option Plan permits the granting of Options to the directors, officers, employees and other eligible service providers of Dexterra and its subsidiaries for the purpose of providing an incentive to achieve the longer-term objectives of Dexterra; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of Dexterra; and to attract and retain in the employ of Dexterra or any of its subsidiaries, persons of experience and ability by providing them with the opportunity to acquire an increased proprietary interest in Dexterra.

The Board views Options as an effective incentive to balance senior management's focus between short-term operating performance and profitable, long-term growth, which should translate into share price appreciation for the benefit of Shareholders. With Option grants vesting over time, they also serve as an effective employee retention tool. Despite the dilutive aspect of Options, they do directly align the interests of management and Shareholders as the benefits derived from Options parallel the benefits realized by Shareholders through share price appreciation. Options provide the potential for long-term rewards and above-average total compensation, provided Dexterra's financial and operating results lead to the enhancement of shareholder value.

Awards of Options are made from time to time to participants at varying levels consistent with the individual's position and responsibility. The process that Dexterra uses to grant Options to executive officers, including the NEOs, and the factors that are taken into account when considering new grants under the Option Plan, is based upon a number of criteria, including the performance of the executive officers, the number of Options available for grant under the Option Plan, the number of Options anticipated to be required to meet the future needs of Dexterra, as well as the number of Options previously granted to each of the NEOs. It is the full Board, as opposed to the Committee, which determines the need for any amendments to the Option Plan and it is the full Board which determines the number of Option grants to be made under the Option Plan. The CEO will provide input and recommendations to the Board regarding the granting of Options, from time to time. The term and other provisions of the Options are subject to the terms of the Option Plan.

Since the inception of the Option Plan there has been no financial assistance provided by Dexterra to any participant under the Option Plan to facilitate the purchase of Common Shares under the Option Plan.

On March 8, 2023, the Board, on recommendation of the Corporate Governance and Compensation Committee, approved an amendment to the Stock Option Plan, which is subject to shareholder approval at the Meeting. The change increases the maximum number of Common Shares that may be issuable to non-management directors under the Option Plan pursuant to Option grants from 0.5% to 1.0% of the issued and outstanding shares of the Corporation. While there has been no change in the compensation scheme to directors or an increase in value of Options granted to the directors on annual basis, there was some risk that the previous threshold would have been exceeded. Other than change referenced above, the Option Plan remains the same in all other respects.

Common Shares Available for Issuance upon Exercise of Options

The Option Plan provides that the maximum number of Common Shares issuable pursuant to Options granted shall not exceed 10% of the aggregate number of issued and outstanding Common Shares. The Option Plan also provides that the aggregate number of Common Shares issued to insiders within any one-year period and issuable to insiders at any time pursuant to Options granted under the Option Plan and under any other security-based compensation arrangement, shall not, in either case, exceed 10% of the issued and outstanding Common Shares. No Options shall be granted to any director of Dexterra who is not also an officer of Dexterra if such grant could result, at any time, in the total number of Common Shares issuable to all directors of Dexterra who are not also officers of Dexterra pursuant to Options exceeding 0.5% of the issued and outstanding Common Shares of Dexterra. Should the proposed amendment to the Option Plan be approved by the shareholders at the Meeting, the total number of Common Shares issuable to directors of Dexterra will increase to 1% of the issued and outstanding shares of Dexterra. In addition, the Option Plan contains (i) a limit on the number of Common Shares issuable pursuant to Options to any non-employee director, within any calendar year of \$100,000; and (ii) a limit on the number of Common Shares reserved for issuance under all security-based compensation arrangements of Dexterra issued to any non-employee director, within any calendar year, of \$150,000; in each case calculated on the date of grant. There are additional limits imposed on the transferability of Options granted under the Option Plan such that Options will not be transferable or assignable and may not be made subject to execution, attachment or similar process, other than for normal estate settlement purposes or by operation of law and such that during the lifetime of an optionee, an Option will be exercisable only by the optionee and any elections with respect to an Option may be made only by the optionee.

As of March 14, 2023 (i) Dexterra has issued and outstanding under the Option Plan, Options pursuant to which 2,404,570 Common Shares are issuable which represents 3.7% of the currently outstanding Common Shares; and (ii) there remains for issuance under the Option Plan, Options pursuant to which 4,119,592 Common Shares, which represents 6.3% of the issued and outstanding Common Shares, may be issued which represent, together with the outstanding Options, 10% of the currently outstanding Common Shares.

The Option Plan burn rate is expressed as a percentage and is calculated in accordance with Section 613(p) of the TSX Company Manual, by dividing: (i) the number of securities granted under the Option Plan during the applicable fiscal year; by (ii) the weighted average number of securities outstanding for the applicable fiscal year. The Option Plan is not subject to a multiplier that may increase the number of shares to be issued on settlement based on performance or any other measure.

Burn Rate	2022	2021	2020
% calculated	0.96%	0.81%	2.04%

Summary of Option Plan

The Option Plan provides for the exercise price to be determined by the Board provided that the exercise price of the Options may not be less than the closing price of the Common Shares on the TSX on the last business day preceding the date of grant. Options granted under the Option Plan will be for a term of no longer than ten years after granting of an Option. The currently outstanding Options have been granted so as to vest in equal one-third amounts over the first three years of the five-year term thereof. Optionee shall be entitled to exercise an Option granted to Optionee at any time prior to the expiry of the Option Period, subject to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted. Participation in the Option Plan is voluntary. In order to constitute a valid Option under the Option Plan, the participant and Dexterra must enter into a valid Option agreement in a form acceptable to the Board. With respect to the termination of options, unless specifically amended or otherwise dealt with in a share option agreement: (a) in the case of death of an optionee, the right to exercise an Option shall extend to the earlier of (i) one year after the date of death or (ii) the expiry date of the Option set forth in the share option agreement, to the extent such Option was exercisable by the optionee on the date of death of the optionee; and (b) in the case of termination or cessation of employment of an optionee (who is not a consultant) for any reason (other than death) or, in the case of a consultant, upon cessation of the services agreement the right to exercise an Option shall be limited to and shall expire on the earlier of 60 days after the date of termination or cessation (in the case of an optionee who is not a consultant) and from the final service date (in the case of an optionee who is a consultant), or the expiry date of the Option set forth in the share option agreement, to the extent such Option was exercisable by optionee on the date of termination of such employment or final service date, as the case may be. In the event of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, and merger or otherwise or in the event of any other change in the Common Shares, the Board may proportionately adjust the number of Common Shares that may be issued under existing Option agreements.

The Option Plan also provides for the extension of the expiry date of any Option which would otherwise expire during a "black-out period" until the fifth business day following the expiry of the blackout period, provided that such extended expiration date shall not in any event be beyond the later of (i) December 31 of the calendar year in which the option was otherwise due to expire; and (ii) the 15th day of the third month following the month in which the Option was otherwise due to expire. The Option Plan also provides that the Board may, in its sole discretion and without further approval of the Shareholders, amend, suspend, terminate or discontinue the Option Plan and may amend the terms and conditions of Options granted under the Option Plan, subject to any required approval of any regulatory authority or the TSX. Subject to any required regulatory approval of any regulatory authority or stock exchange, the Board may at any time alter, amend or vary the Option Plan without the approval of the Shareholders if the alteration, amendment or variance does not: (a) increase the number of shares that can be issued under the Option Plan; (b) reduce the exercise price of an outstanding option except for the normal anti-dilution provisions whereby option values are maintained in connection with a subdivision, consolidation, conversion, reclassification, re-division or re-designation of Common Shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving Dexterra; (c) extend the expiry date of an outstanding Option or amend the Option Plan to permit the grant of an Option with an expiry date of more than 10 years from the grant date (except where an expiry date would have fallen within a blackout period of Dexterra); (d) allow for the transfer of Options, except if the transfer is to an entity controlled by the Option holder, a charity or for estate planning or estate settlement purposes; (e) expand the categories of individuals eligible to participate in the Option Plan; or (f) amend the Option Plan to provide for other types of compensation through equity issuance.

In addition, the Option Plan contains a "clawback" provision which permits the Board to seek reimbursement of Options awarded to an officer of Dexterra pursuant to the Option Plan and any Common Shares issued upon exercise thereon, where: (i) the payment of such compensation was predicated on achieving certain financial results that were subsequently the subject of a substantial restatement of Dexterra's financial statements filed with any securities regulatory authority; and (ii) the Board, in its discretion, determines that the officer engaged in gross negligence, intentional misconduct or fraud that caused or partially caused the need for the restatement.

The Option Plan requires approval from Shareholders for amendments to the Option Plan which result in: (i) any increase in the number of Common Shares issuable under the Option Plan or the number of unissued Common Shares that may be subject to Options granted to optionees under the Option Plan; (ii) any amendments which reduce the exercise price of an Option or any cancellation and reissuance of an Option; (iii) any amendment that extends the term of an Option beyond its original Option Period; (iv) any amendments to eligible participants that may permit the introduction or reintroduction of non-employee directors on a discretionary basis or amendments that increase limits previously imposed on non-employee director participation; (v) any amendment which would permit Options granted under the Option Plan to be transferable or assignable other than for normal estate settlement purposes; (vi) any amendments to the amendment and termination provisions of the Option Plan; and (vii) amendments required to be approved by Shareholders under applicable law (including, without limitation, the rules, regulations and policies required by any relevant stock exchange).

A copy of the Proposed Option Plan is attached as Schedule "B" to this Information Circular.

Recommendation of Management and the Board

Management has recommended and the Board has determined that re-approving the Option Plan including the one amendment noted above for an additional three years is in the best interests of Dexterra and its Shareholders. Accordingly, Dexterra requests that its Shareholders pass an ordinary resolution in the following terms:

"BE IT RESOLVED as an ordinary resolution that:

• 1. The Option Plan, in the form attached as Schedule "B" to this Information Circular, which includes an amendment to increase the maximum number of Common Shares that may be issuable to non-management directors under the Option Plan, as further described in this Information Circular, is hereby approved and adopted as the stock option plan of Dexterra, and Dexterra has the ability to continue granting options under the Option Plan until May 10, 2026, being the date that is three (3) years from the date of the shareholder meeting at which this resolution is passed;
• 1. All unallocated options to be granted under the Option Plan are hereby approved;
• 1. Upon the valid exercise of any options granted under the Option Plan, including the payment of the applicable exercise price, the underlying Common Shares shall be issued from treasury as fully paid and non-assessable Common Shares; and
• 1. Any officer of Dexterra is authorized and directed, for and on behalf of Dexterra, to do, or cause to be done, all such acts and things and execute, whether under the corporate seal or otherwise, and deliver, or cause to be delivered, such other documents, agreements, certificates and statements, as any such officer may deem necessary or desirable in order to carry out the foregoing resolutions, the authority for the execution of such documents, agreements, certificates and statements and the doing of such other acts or things to be conclusively evidenced thereby."

It is the intention of the persons named in the Instrument of Proxy, if not expressly directed otherwise in such Instrument of Proxy, to vote such proxies FOR the Re-approval of the Option Plan.

4. Other Business

Management is not aware of any other matters to come before the Meeting other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the individuals named in the form of Instrument of Proxy to vote the same in accordance with their best judgment in such matters.

COMPENSATION OF DIRECTORS

Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time requirements and accountability of their roles.

The annual retainers for each director of Dexterra who was not an employee of Dexterra were set at \$75,000 per year, with the independent Chair of the Board to receive an annual retainer of \$150,000, to be inclusive of meeting fees, whether in attendance in person or by phone/video conference. The Chair of the Audit Committee received an additional annual retainer of \$18,000 and the Chair of each of the Enterprise Risk Management Committee and the Corporate Governance and Compensation Committee received an additional annual retainer of \$12,000. A travel allowance of \$1,000 per day, with a two-day maximum, to attend board or committee meetings in person was available if required. Miscellaneous out-of-pocket expenses incurred by the directors in carrying out their duties are reimbursed by Dexterra.

Director Compensation Table

The following table sets forth particulars concerning all amounts of compensation provided to individual directors for the year ended December 31, 2022. For a listing of amounts actually realized on vesting of share-based awards and on exercise of option-based awards during 2022, please see the section entitled "Incentive Plan Awards".

Name	Fees Earned (\$)(1)	Share Based Awards (\$)(2)	Option-Based Awards (\$)(3)	All Other Compensation (\$)	Total (\$)
Mary Garden	93,000	23,052	22,645	---	138,697
David Johnston	87,000	23,052	22,645	---	132,697
Simon Landy	75,000	23,052	22,645	---	120,697
R. William McFarland	150,000	65,850	64,687	---	280,537
Kevin Nabholz	91,000	23,052	22,645	---	136,697
Russell Newmark	75,000	23,052	22,645	---	120,697

Notes:

(1) Includes retainers, which are inclusive of meeting fees, and travel allowance, if requested.

(2) Value of the RSUs was determined by multiplying the number of cash settled RSUs granted in 2022 by \$8.50, which was the closing price of the Common Shares on the TSX on the grant date of January 5, 2022.

(3) The value to the recipient of any Option grant is Nil on the grant date as the exercise price of the Option is equal to or greater than the market value of the underlying Common Share. The value, if any, ultimately received by an Option holder as compensation is equal to the difference between the fair value of the underlying Common Share on the date the Option is exercised and the exercise price of the Option. This amount is also equal to the value forgone by Dexterra when it issues a Common Share on exercise of an Option at a price that is less than the prevailing market price. The fair value of the Options granted annually is obtained by multiplying the number of Options granted by their value established according to the Black Scholes model. In 2022 this value was determined using the following assumptions: dividend yield of 5%; expected average volatilities of 56.21% to 64.44%; average risk-free rates of interest of 1.01% to 1.24%; average forfeiture rate of 9.25%; and average expected life of option of three years. The fair value of option grants has been determined using the same methodology and values used in determining the option value for our financial statements as we believe it represents the best estimate of fair value of the options at the time of the grant.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth all share-based and option-based awards outstanding as at December 31, 2022 made to the non-management directors. Information on options granted to Mr. Becker who will serve as a director and officer of Dexterra can be found under the heading "Outstanding Share-Based Awards and Option-Based Awards" for the NEOs:

			Option-Based Awards		Share-Based Awards
Name	Number of Securities Underlying Unexercised Options(1)(#)	Option Exercise Price(2) (\$)	Option Expiration Date	Value of Unexercised in-the money Options(3) (\$)	Number of shares or units of shares that have not vested(4) (#)	Market or payout value of share based awards that have not vested(3) (\$)
Mary Garden	25,000 5,884 4,823	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	62,000 - -	5,170	28,590
David Johnston	25,000 5,884 4,823	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	62,000 - -	5,170	28,590
Simon Landy	8,334 5,884 4,823	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	20.668 - -	5,170	28,590
R. William McFarland	16,666 16,811 13,780	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	41,332 - -	14,770	81,678
Kevin Nabholz	25,000 5,884 4,823	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	62,000 - -	5,170	28,590
Russell Newmark	16,666 5,884 4,823	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	41,332 - -	5,170	28,590

Notes:

(3) Based on the December 30, 2022 closing share price on the TSX of \$5.53 per Common Share.

(4) Cash settled RSUs.

⁽¹⁾ Options to purchase Common Shares.

⁽²⁾ Based on the market price defined in the Option Plan (as defined herein) which is the closing price on the TSX of the Common Shares on the trading day prior to the date of grant.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information relating to the value vested or earned during Dexterra's financial year ended December 31, 2022 in respect of option-based awards for non-management directors if the Options under the optionbased award had been exercised on the vesting date.

Name	Option-Based Awards – Value Vested During the Year (\$)(1)	Share-Based Awards – Value Vested During the Year (\$)(2)	Non-equity Incentive Plan Compensation – Value Earned During the Year (\$)
Mary Garden	25,249	10,262	---
David Johnston	25,249	10,262	---
Simon Landy	25,249	10,262	---
R. William McFarland	50,501	21,347	---
Kevin D. Nabholz	25,249	10,262	---
Russell A. Newmark	25,249	10,262	---

Notes:

(1) Represents the aggregate dollar value that would have been realized if the vested-in-the-money Options under the option-based award had been exercised on the vesting date in 2022 based on the difference between the closing market price of the TSX of the Common Shares on the vesting date and the exercise price of the Options held.

(2) Represents the aggregated dollar value paid on the cash settled RSUs that vested in 2022.

Minimum Share Ownership for Non-Management Directors

The Board believes that the economic interests of non-management directors of Dexterra should be aligned with those of Shareholders. On June 1, 2020, the Board approved minimum share ownership guidelines for the non-management directors be set so that each non-management director be required to own shares in Dexterra equivalent to three times the base annual retainer paid to such director within a three-year period from the date that such director was elected or appointed. For clarity, effective June 1, 2020, the base annual retainer for non-management directors, other than the independent Chair of the Board was set at \$75,000, therefore the current non-management directors will have until June 1, 2023 to own shares in Dexterra with a value of \$225,000 of market value or cost of purchase to meet the minimum shareholding requirement. The base annual retainer for the independent Chair of the Board was set at \$150,000, therefore the current independent Chair of the Board will have until June 1, 2023 to own shares in Dexterra with a value of \$450,000 of market value or cost of purchase to meet the minimum shareholding requirement.

Name	Date Elected or Appointed to the Board	Common Shares Beneficially Owned at March 14, 2022	Total Market Value of Common Shares Owned(1) (\$)	Minimum Shareholding Requirements (\$)	Meets Requirements(2)
Mary Garden	May 5, 2016	55,849	303,260	225,000	Yes
David Johnston	May 29, 2020	78,938	428,633	225,000	Yes
Simon Landy	May 29, 2020	49,166	266,971	225,000	Yes
R. William McFarland	May 29, 2020	167,334	908,624	450,000	Yes
Kevin D. Nabholz	May 3, 2012	369,500	2,006,385	225,000	Yes
Russell A. Newmark	June 1, 2006	273,405	1,484,589	225,000	Yes
Tabatha Hall	January 1, 2023	Nil	-	225,000	No
Antonia Rossi	January 1, 2023	Nil	-	225,000	No

Notes:

(1) Based on March 14, 2023 closing share price on the TSX of \$5.43 per Common Share.

(2) The minimum share ownership requirement is met if the requisite value of the Common Shares to be owned by the non-management director is reached before or during the applicable period notwithstanding that the value of such Common Shares owned may subsequently fall below the minimum share ownership requirements due to a decrease in the market price of the Common Shares during the applicable period.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Governance

The Corporate Governance and Compensation Committee (the "Committee") is responsible for making recommendations to the Board relating to the compensation of members of the Board, the CEO and the Chief Financial Officer ("CFO") and other executive officers. The Committee regularly reviews the compensation practices of comparable companies with a view to aligning Dexterra's officers and directors with a comparable group median. Directors who are officers of Dexterra receive no additional remuneration for their services as directors.

In particular, the Committee: (i) will review and approve, at least annually, Dexterra's goals and objectives relevant to the compensation of the CEO and the CEO's compensation based on that review; (ii) will review, at least annually, and recommend to the Board compensation, incentive plans and equity based plans for non-CEO officers and directors, and for other key employees as identified by the CEO, and in particular, review the annual bonus payments recommended by the CEO for the executive officers; and (iii) will review executive compensation disclosure before Dexterra publicly discloses such information.

The objective of Dexterra's executive compensation program is to attract and retain experienced personnel who are incentivized to continually focus on generating profitable growth of Dexterra's business. The compensation program is comprised of three elements: (i) annual salary plus benefits; (ii) annual performance bonus; and (iii) long-term incentives in the form of equity-based compensation.

In order to attract and retain high level executive talent, the Committee targeted total executive compensation levels in the median range to above-mid range of industrial companies, whose operational, corporate finance and other activities are considered comparable to those of Dexterra. This is not a rigid requirement and discretion exists to consider trends or challenges in the industry and the economy. The Committee has established this range because the support services sector is complex and exceptionally competitive and also because Dexterra must have reliable, motivated and superior talent in order to deal with these challenges and to accomplish its strategic objectives.

Periodically, the Committee compares executive compensation levels with other Canadian small cap public companies in the support services industry. This testing of compensation levels is done with respect to base salary, annual bonus and long-term incentive plans. This process was undertaken in 2020 with the assistance of outside advisors – Mercer (Canada) Ltd ("Mercer"). The process involved the selection of a peer group of small cap public companies in related industries based on annual sales, assets and market capitalization as of June 30, 2020 ("Peer Group"). The Peer Group consists primarily of Canadian public companies and does also include US public companies. The majority of the Peer Group companies were within 0.5 to 2 times Dexterra's level of annual sales, assets and market capitalization.

The appropriateness and competitiveness of the Corporation's executive compensation program is monitored by comparison to a peer group of companies that include the following companies:

Bird Construction Inc.	Sienna Senior Living Inc.
GDI Integrated Facility Services Inc.	North American Construction Group Ltd.
Extendicare Inc.	Badger Daylighting Ltd.
Civeo Corporation	Medical Facilities Corporation
	DIRTT Environmental Solutions Ltd.

This provided guidance to the Committee on executive compensation and allowed the Committee to evaluate market compensation information and ensure that the Committee's approach is appropriate and is generally consistent with compensation trends in the marketplace. In 2021, Mercer was paid \$2,486 and \$5,175 in 2022 for advisor fees for some update work on the aforementioned services. In addition, several members of the Committee are either directors or officers of other industrial companies and are therefore intimately familiar with compensation levels in Canada and globally.

Dexterra's executive compensation program is designed to provide financial rewards to executive officers based on measurable, financial and operational parameters associated with overall corporate performance. The program also balances annual rewards for achieving financial success year over year with rewards tied to long-term share price performance. As part of its review and discussion of the compensation program, the Committee considers the risks associated with Dexterra's compensation program and noted the following elements of Dexterra's business model and its governance and control system that mitigate the risk that Dexterra's executives will take unnecessary or excessive risk for the sake of enhanced rewards:

• The nature of Dexterra's business is such that there are very few asset or liability valuation judgments that management must make. The annual bonus program is based primarily on financial parameters that are earnings and cash flow dependent as opposed to being driven by asset or liability valuation judgments. A smaller component of the program relates to health and safety and key employee retention.
• Dexterra's ultimate long-term goal is to generate sustainable shareholder returns. The compensation program recognizes that developing sustainable shareholder returns takes time and thus provides rewards for long-term success to mitigate the risk that short-term, less sustainable actions are taken to enhance immediate share price performance.
• The annual bonus program does not pay out rewards until financial results are completed and reported and approved by the Committee.
• Named Executive Officers (as outlined in the table below titled "Summary Compensation") ("NEOs"), other executive officers and directors are not permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer, other executive officer or director.

Named Executive Officers

For the financial year ended December 31, 2022, there were five (5) NEOs of Dexterra consisting of John MacCuish, CEO; Drew Knight, CFO; Mark Becker Chief Operating Officer ("COO"); Mike Hammerschmidt, VP Energy Services; and Christos Gazeas, Executive Vice President, Legal, General Counsel and Corporate Secretary.

For fiscal 2022, the Committee quantified and reviewed all elements of the compensation of Dexterra's NEOs set out in the Summary Compensation Table below. The Committee also quantified and reviewed the projected payouts to the NEOs and payouts resulting from their termination and under the Option Plan and other payouts. The Committee reviewed this information at a meeting held in late 2022 and later reviewed the final information in early 2023 when the financial results for the fiscal year were known to ensure that it had a complete understanding of each element of the compensation arrangements in effect for the NEO's, including an understanding of the "total" current executive compensation including future commitments.

The Committee believes that the total compensation packages of Dexterra's executive officers are appropriate in light of Dexterra's overall performance during 2022, given profitability and cashflow performance and other metrics as described above. The Committee also considered Dexterra's shareholder returns as a factor in its compensation determinations. It undertook a review of the five-year cumulative total shareholder return chart (set out below) and gave due weight to the fact that, Dexterra plans to have superior shareholder returns in future years. An additional factor reviewed by the Committee was compensation data from the above referenced Mercer Canada report. The Committee also noted that Dexterra's free cash flow, earnings before interest, taxes, depreciation and amortization ("EBITDA") multiple, dividend amount and price to book ratio was in line with other Canadian public support services companies in 2022. It also noted that Dexterra's balance sheet continued to be among the strongest in its peer group with Dexterra's debt to EBITDA ratio providing plenty of covenant room under its Credit Facility for acquisitions and organic growth initiatives.

Annual Salaries

Executive salaries are established after considering individual responsibilities and experience, size and complexity of operations or functions for which they are responsible, and competitive market information. This element provides a fixed level of cash compensation for performing these responsibilities. Salary adjustments consider the individual's success in their role and competitive market information.

Annual Cash Performance Bonus

The annual bonus for all NEOs is designed to pay out awards based on Dexterra's performance for the year. Financial performance is measured by targets for revenue, EBITDA, free cash flow, safety and corporate culture measured by key management turnover ratios.

Revenue growth is measured on a year over year basis, while EBITDA margins, free cash flow, return on investment, safety performance metrics and management turnover are compared to specific target ranges. The Board takes these factors into consideration and applies subjectivity in determining the individual performance component for the CEO.

In 2022, all NEOs earned a cash bonus in accordance with the programme. As the EBITDA gateway set out was lower than the minimum, the Board exercised its discretion aligned with the formulae described above in amounts set forth in the Summary Compensation Table set out below. Unlike other NEOs but consistent with the programme, Mr. Hammerschmidt's payment was based on Dexterra's performance in addition to the financial and operational results of the Energy Services division. Recovering from the unexpected consequences of the pandemic, managing rapid inflation and labour market conditions were issues navigated by the NEOs and the Board sought to acknowledge these efforts.

Dexterra's long-term goal is to provide returns to Shareholders through share price appreciation and quarterly dividend payments. In the Board's view, continued focus on achieving strong annual financial and operational performance should lead to success in consistently achieving the long-term goal.

Long Term Incentive Plan – Options and Restricted and Performance Share Units

Dexterra continues to employ a "pay-for-performance philosophy" whereby fixed elements of pay are positioned at market median levels and short and longer-term incentives are structured to provide above-market total compensation for high levels of performance. Starting in 2021, Dexterra has taken a portfolio approach to long-term incentives for management by combining cash-based performance share units ("PSUs") in with Options to purchase Common Shares. At Dexterra, a combination of PSUs and Options is currently being used to attain a market-competitive total direct compensation program for specified members of executive management.

On January 5, 2022, in addition to Option grants for both management and the Board, the Board granted PSUs to members of management and RSUs to non-management members of the Board upon the recommendation of the Committee and based on work performed by Mercer. As of March 21, 2023, there are 2,404,570 Options outstanding, 134,304 RSUs outstanding and 974,673 PSUs outstanding, such amounts including grants made subsequent to yearend for the 2023 financial year.

Option Plan

Details regarding the Option Plan are contained under the heading "Re-approval of Dexterra Option Plan".

Restricted Share Units and Performance Share Units

The Board approved a cash-based RSU plan on May 5, 2016 which governs the issuance of non-assignable and nontransferrable RSUs of Dexterra. On December 1, 2020, the Board approved an Amended and Restated RSU and PSU Incentive Awards Plan (the "Plan") to allow for, among other things, the grant of Performance Share Units ("PSUs"). The directors, officers and employees of Dexterra and its subsidiaries are eligible to participate in the Plan. The purpose of the Plan is to provide long term incentives to directors, officers and employees involved in the oversight and operations of Dexterra. The Plan is designed to foster and promote the long-term financial success of Dexterra and increase shareholder value by strengthening Dexterra's capability to: attract and retain high quality individuals as directors, officers and employees; motivate performance through incentive compensation; recognize the contributions made by certain individuals to Dexterra's growth and financial success; promote greater alignment of interests between Participants and shareholders in creating long-term shareholder value; and enable directors, officers and employees to participate in the long-term growth and financial success of Dexterra.

RSUs are notional shares that have the same value at any given time as the Common Shares, but do not entitle the participant to any shareholder rights, including without limitation, voting rights, dividend entitlement or rights on liquidation and are non-dilutive to Shareholders. The RSUs vest no later than the date that is the third anniversary of the end of the calendar year in which the services were performed in which the grant of RSUs relates. Vesting provisions for RSUs shall be fixed by the Board and the Board may at any time shorten the vesting period of all or part of any RSU award. The currently outstanding RSUs vest in equal tranches of 33.33% over 3 years. In the event of a change of control, the Board may amend the terms of the issued RSUs to permit vesting prior to the completion of the change of control.

Each RSU has a payout value equal to the closing price of the Common Shares as of the date immediately preceding the applicable payout date, less any applicable withholding taxes. The payout date for issued RSUs is as soon as reasonably practicable after the vesting date.

The RSU plan is not subject to a multiplier that may increase the number of shares to be valued on settlement based on performance or any other measure.

PSUs are notional shares granted contingent upon achievement of the defined performance vesting criteria of total shareholder return measured over a three-year period from the grant date of the PSU (the "Performance Period"). PSUs do not entitle the participant to any shareholder rights, including without limitation, voting rights, dividend entitlement or rights on liquidation and are non-dilutive to Shareholders.

Performance Vesting Criteria for PSUs shall be fixed by the Board and the Board retains the discretion to make adjustments to the components of the Performance Vesting Criteria as necessary to reflect the intent thereof in the event of a change in Dexterra's share structure over the Performance Period. Performance Criteria set by the Board at the time of the grant of PSUs, may include: i) total shareholder return ("TSR"), including dividends; ii) the participant's satisfactory individual performance; and iii) any other terms and conditions the Board may in its discretion determine with respect to vesting.

The aggregate number of PSUs which vest may be equal to or less than 100% of the target number of PSUs granted for the Performance Period based on the level of performance achieved as set out in the chart below for PSUs granted in 2022:

Total Shareholder Return for the Performance Period of January 5, 2022 to January 5, 2025	Percentage of PSUs that vest
Less than 30%	0% vest
30%	50% vest
50%	75% vest
70% or greater	100% vest

As soon as practicable after the end of the applicable Performance Period the Board shall determine the TSR of Dexterra over the three-year Performance Period. The Board may use Dexterra's CFO who may also obtain information including from Bloomberg to calculate TSR.

TSR for the Performance Period will be calculated using the following formula:

TSR = {(vesting price - grant price) + dividends} ÷ grant price

Where:

"vesting price" is calculated as the volume weighted average trading price of the Common Shares of Dexterra on the applicable stock exchange for the last 20 trading days of the Performance Period.

"grant price" is calculated as the volume weighted average trading price of the Common Shares on the applicable stock exchange for the last 20 trading days prior to the beginning of the Performance Period.

"dividends" includes all dividends or distributions paid during the Performance Period on such Common Shares.

For greater clarity, the following is an example calculation of TSR over the Performance Period where the grant price was \$8.39, the vesting price was \$11.00, and there were \$1.05 in cumulative dividends paid over the Performance Period.

Example:

{(\$11.00-\$8.39)+\$1.05}	= 43.6.%
\$8.39

The payout date for issued PSUs is as soon as reasonably practicable after the vesting date, less any applicable withholding taxes.

The maximum value of PSUs and RSUs granted to any one non-employee director within any one-year period, when aggregated with the securities granted under all security based compensation arrangements of Dexterra to the nonemployee director during such period, shall not exceed \$150,000, as calculated based on a fair value basis of the PSUs and RSUs on the date of grant.

On January 5, 2022, employees were granted Options and PSUs and directors were granted Options and RSUs.

Performance Analysis

The following graph illustrates changes from December 31, 2017 to December 31, 2022, in cumulative shareholder return, assuming an initial investment of \$100 with all dividends reinvested, compared to the TSX Composite Index and the TSX Small Cap Index, with all dividends and distributions reinvested.

	December 31, 2017	December 31, 2018	December 31, 2019	December 31, 2020	December 31, 2021	December 31, 2022
Dexterra	100	128	92	100	139	94
TSX Composite Index	100	91	112	118	148	139
TSX Small Cap Index	100	82	95	107	129	117

Dexterra has also provided the following graph to illustrate the Corporation's performance since the Transaction (i.e merger of DIFM with the Corporation on May 29, 2020). The graph below illustrates changes from June 30, 2020 to December 31, 2022, in cumulative shareholder return, assuming an initial investment of \$100 with all dividends reinvested, compared to the TSX Composite Index and the TSX Small Cap Index, with all dividends and distributions reinvested.

	June 30, 2020	December 31, 2020	June 30, 2021	December 31, 2021	June 30, 2022	December 31, 2022
Dexterra	100	218	236	302	200	206
TSX Composite Index	100	114	134	143	129	134
TSX Small Cap Index	100	132	158	158	136	144

Share Price Performance Graph in Relation to Executive Compensation

Dexterra compensates its NEOs through annual salary, annual performance bonus and equity-based compensation. As outlined in the "Compensation Discussion and Analysis", executive salaries are established after considering individual responsibilities and experience, providing a fixed level of compensation for performing these responsibilities. Compensation derived from the annual performance bonus and equity-based compensation for NEOs are generally consistent with the trend illustrated in the above Performance Graph.

Within total compensation, in 2022, the Committee sought to balance the various components with a view to recognizing the inflationary and supply chain pressures affecting the business, while driving to achieve short term and long-term objectives. Besides base salary and personal benefits all other compensation is at-risk, which means that all the cash bonus, PSUs and options are at-risk and tied to Dexterra's performance for all NEOs.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Compensation was paid to the NEOs during the most recently completed fiscal year as disclosed below.

Summary Compensation Table

The following table sets forth the annual and long-term compensation provided for the individuals serving as Dexterra's CEO and CFO during the year, and the next three most highly compensated executive officers (each a NEO) for the 2022 fiscal year. For a listing of amounts actually realized on vesting of share-based awards and on exercise of optionbased awards during 2022, please see the section entitled "Incentive Plan Awards".

Name and Principal Position	Year	Salary (\$)	Share Based Awards(1)	Option Based Awards(2)	Non-equity Incentive Plan Compensation (\$)		All Other Compensation(5) (\$)	Total Compensation (\$)
			(\$)	(\$)	Annual Incentive Plans(3)	Long-term Incentive Plans(4)
John MacCuish(6) CEO	2022 2021	600,000 600,000	485,177 513,572	267,488 262,248	90,247 504,000	--- ---	108,636 107,707	1,551,547 1,987,527
	2020	490,385	---	241,734	480,600	---	69,148	1,281,867
R. Drew Knight(7)	2022	325,000	157,681	86,935	39,107	---	51,188	659,911
CFO	2021	325,000	166,914	85,230	218,400	---	41,968	837,511
	2020	140,769	---	31,352	96,120	---	6,858	275,100
Mark Becker(8)(10)	2022	400,000	258,758	142,660	60,164	---	66,141	927,724
COO	2021	400,000	273,904	139,865	336,000	---	57,956	1,207,725
	2020	340,914	---	120,867	224,280	---	17,349	703,410
Christos Gazeas(9)	2022	260,000	84,101	46,364	26,071	---	40,164	456,700
EVP, Legal, General	2021	260,000	89,018	45,456	145,600	---	28,686	568,760
Counsel and Corporate Secretary	2020	1,000	---	52,304	---	---	110	53,414
Mike Hammerschmidt	2022	274,354	69,597	38,371	60,358	---	19,571	462,252
VP, Energy Services(10)	2021	267,858	72,586	37,064	41,128	---	18,587	437,222
	2020	260,414	---	18,130	41,128	---	17,862	337,534

Notes:

(1) Value of the PSUs was determined by assuming the PSU will vest 100% and by multiplying the number of cash settled PSUs granted in 2022 and 2021 by \$8.35 and \$6.50, respectively, which was the closing price of the Common Shares on the TSX on the grant date of January 5, 2022 and 2021, respectively. However, these PSUs do not vest until three years after their grant date, and any vesting is subject to performance criteria noted above under the heading "Long Term Incentive Plan – Options and Restricted and Performance Share Units", which includes a total shareholder return (including dividends) of 70% and 73% above their grant price for the 2022 and 2021 PSUs granted, respectively. However, if the total shareholder return of the Common Shares is less than 73% or 70%, as the case may be, the amount of PSUs that vest is reduced on a sliding scale and if the total shareholder return is 40% or 30% less for the 2021 and 2022 PSU grants, respectively, no PSUs would vest.

(2) The value to the recipient of any Option grant is Nil on the grant date as the exercise price of the Option is equal or greater than the market value of the underlying Common Share. The value, if any, ultimately received by an Option holder as compensation is equal to the difference between the fair value of the underlying Common Share on the date the Option is exercised and the exercise price of the Option. This amount is also equal to the value forgone by Dexterra when it issues a Common Share on exercise of an Option at a price that is less than the prevailing market price. The fair value of the Options granted annually is obtained by multiplying the number of Options granted by their value established according to the Black Scholes model. In 2022, this value was determined using the following assumptions; dividend yield of 5%; expected average volatilities of 56.21% to 64.44%; average risk-free rates of interest of 1.01% to 1.24%, average forfeiture rate of 9.25% and average expective life of options of three years. In 2021, this value was determined using the following assumptions; dividend yield of 4.615%; expected average volatilities of 57.32% to 68.92%; average risk-free rates of interest of 0.19% to 0.31%. In 2020, this value was determined using the following assumptions: dividend yields of 0.0% to 4.93%; expected average volatilities of 57.29% to 70.45%; average risk-free rates of interest of 0.19% to 0.37%; average forfeiture rate of 9.87% to 10.08%; and average expected life of option of three years. The fair value of option grants have been determined using the same methodology and values used in determining the option value for our financial statements as we believe it represents the best estimate of fair value of the options at the time of the grant.

• (3) See "Annual Performance Bonus".
• (4) Refers to all non-equity incentive plan compensation related to a period longer than one year. No non-equity long-term incentives were earned by NEOs during the 2020, 2021 or 2022 financial years.
• (5) Unless otherwise noted hereunder, the value of perquisites and benefits for each NEO is less than \$50,000 and less than 10% of each NEO's total salary for the financial years ended December 31, 2020, 2021 and 2022.
• (6) Mr. MacCuish was appointed co-CEO and President Facilities Management of Dexterra on May 29, 2020 pursuant to the Transaction. From January 1, 2020 to May 29, 2020 Mr. MacCuish earned \$155,770 as President of DIFM and from May 29, 2020 to December 31, 2020 Mr. MacCuish earned 334,615 in his role as CEO of Dexterra. Mr. MacCuish was appointed CEO and President Integrated Facilities Management on August 18, 2020. Mr. MacCuish's annual salary is \$600,000. Mr. MacCuish relinquished the President Integrated Facilities Management role on May 31, 2022, after the appointment of Sanjay Gomes to take over that role.
• (7) Mr. Knight was appointed CFO of Dexterra on July 2, 2020, with an annual salary at the time of \$300,000. Effective January 1, 2021, his salary increased to \$325,000.
• (8) Mr. Becker joined Dexterra as President Industrial Services on August 22, 2018, with an annual salary of \$350,000 Mr. Becker was appointed COO and President Workforce Accommodations Forestry and Energy Services ("WAFES") of Dexterra on August 18, 2020. Effective January 1, 2021, Mr. Becker's salary increased to \$400,000. During 2022, Mr. Becker relinquished the role of President of WAFES to Jeff Litchfield on May 26, 2022 and assumed the role of President Modular Solutions on a temporary basis from May 26, 2022 to September 26, 2022 until the appointment of Robert Johnston for that role.
• (9) Mr. Gazeas was appointed Executive Vice President, Legal and General Counsel on December 31, 2021 with an annual salary of \$260,000. Mr. Gazeas also assumed the Corporate Secretary role in July of 2021.
• (10) Effective April 1, 2020 salary reductions for the individuals holding the position of Senior Vice President/President were reduced 15%. Effective June 1, 2020, the Board approved the reinstatement of the salaries without retroactive pay.

			Option-Based Awards			Share-Based Awards
Name	Number of Securities Underlying Unexercised Options(1) (#)	Option Exercise Price(2) (\$)	Option Expiration Date	Value of Unexercised in-the money Options(3) (\$)	Number of shares or units of shares that have not vested (#)(4)	Market or payout value of share based awards that have not vested (\$)(3)
John MacCuish	170,000 126,081 103,346	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	421,600 --- ---	137,116	758,251
R. Drew Knight	8,334 39,209 33,588	3.05 6.49 8.50	07/01/2025 01/04/2026 01/04/2027	20,668 --- ---	44,563	246,433
Mark Becker	100,000 67,243 55,118	3.05 6.49 8.50	05/31/2025 01/04/2026 01/04/2027	248,000 --- ---	73,128	404,398
Christos Gazeas	25,000 21,854 17,913	6.53 6.49 8.50	12/15/2020 01/04/2026 01/04/2027	--- --- ---	23,767	131,431
Mike Hammerschmidt	15,000 17,819 14,825	3.05 6.49 8.50	07/01/2025 01/04/2026 01/04/2027	37,200 --- ---	19,502	107,846

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth all option-based and share-based awards outstanding as at December 31, 2022 made to the NEOs:

Notes: (1) Options to purchase Common Shares.

(2) Based on the market price defined in the Option Plan which is the closing share price on the TSX of the Common Shares on the trading day prior to the date of grant.

(3) Based on the December 30, 2022 closing share price on the TSX of \$5.53 per Common Share.

⁽⁴⁾ Cash settled PSUs. As noted above, the PSUs are subject to performance vesting conditions tied to a total shareholder return. Above assumes that all PSUs fully vest, meaning that the total shareholder return (including dividends) of the Common Shares over the 3 year period after the grant would need to exceed 73% or 70% of the grant date price for the 2021 and 2022 PSU grants, respectively. However, if the total shareholder return of the Common Shares is less than 73% or 70%, as the case may be, the amount of PSUs that vest is reduced on a sliding scale and if the total shareholder return is 40% or 30% less for the 2021 and 2022 PSU grants, respectively, no PSUs would vest. At a \$5.53 share price, none of the PSUs would vest.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information relating to the value vested or earned during Dexterra's financial year ended December 31, 2022 in respect of option-based awards and share-based awards for NEOs.

Name	Option-Based Awards – Value Vested During the Year(\$)(1)	Share-Based Awards – Value Vested During the Year (\$)(2)	Non-equity Incentive Plan Compensation – Value Earned During the Year (\$)
John MacCuish	202,001	Nil	90,247
R. Drew Knight	20,665	Nil	39,107
Mark Becker	100,998	Nil	60,164
Christos Gazeas	---	Nil	26,071
Mike Hammerschmidt	15,150	Nil	60,358

Notes:

(1) Represents the aggregate dollar value that would have been realized if the vested-in-the-money Options under the option-based award had been exercised on the vesting date in 2022 based on the difference between the closing market price of the TSX of the Common Shares on the vesting date and the exercise price of the Options held.

(2) Represents the aggregated dollar value paid on PSUs that vested in 2022.

Minimum Share Ownership for Executives Policy

The Board believes that the economic interests of the CEO, CFO, President(s) and Executive Vice President(s) of Dexterra ("Executive Employees") should be aligned with those of the Shareholders. To achieve this, on June 1, 2020, the Board approved minimum executive share ownership guidelines for the Executive Employees such that, beginning the later of: a) June 1, 2025; and b) five years from the date of their appointment as an Executive Employee, each Executive Employee is required to own stock in Dexterra as set forth below:

Title	Share Ownership Required
CEO	1.5 times base salary
CFO	.75 times base salary
President and Executive Vice	.75 times base salary
Presidents

The current share ownership of the Executive Employees that are NEOs is as set forth below:

Name	Date Of Appointment	Common Shares Beneficially Owned March 14, 2023	Total Market Value of Common Shares Owned(1) (\$)	Minimum Shareholding Requirements (\$)	Date to Meet Minimum Shareholding Requirements	Meets Requirements(2)
John MacCuish CEO	May 29, 2020	30,000	162,900	900,000	June 1, 2025	---
R. Drew Knight CFO	July 2, 2020	17,731	96,279	243,750	June 1, 2025	---
Mark Becker COO	August 18, 2020	63,860	346,760	262,500	June 1, 2025	Yes
Christos Gazeas EVP, Legal, General Counsel & Corporate Secretary	December 31, 2020	16,300	88,509	195,000	December 31, 2025	---
Mike Hammerschmidt	June 1, 2020	65,500	355,665	195,310	June 1, 2025	Yes

Notes:

(1) Based on March 14, 2023 closing share price on the TSX of \$5.43 per Common Share.

(2) The minimum share ownership requirement is met if the requisite value of the Common Shares to be owned by the Executive Employee is reached during the applicable period notwithstanding that the value of such Common Shares owned may subsequently fall below the minimum share ownership requirements due to a decrease in the market price of the Common Shares during the applicable period.

Termination and Change of Control Benefits

As at December 31, 2022, each of John MacCuish, Mark Becker and Drew Knight have an executive employment agreement that contain termination and change of control provisions and include non-competition and non-solicit restrictions for a period of twelve (12) months following termination, whether or not for cause. The current termination and change of control provisions in each agreement are as follows:

	Mr. MacCuish (CEO), Mr. Becker (COO) and Mr. Knight (CFO)
Termination by	The officer shall provide Dexterra with 90 days' notice of resignation and all salary and benefit
Resignation	programs cease at the end of the notice period.
Termination	If the officer's employment is terminated without cause, Dexterra will make a lump sum payment
Without Cause	to the officer equal to the sum of his then current annual salary plus an amount equal to the
	average of the bonuses paid to him for the previous two complete fiscal years plus an amount
	equal to 10% of his then current annual salary in lieu of lost benefits. Such a payment due to
	termination without cause, as calculated at December 31, 2022, would amount to \$957,124 for
	Mr. MacCuish, \$638,082 for Mr. Becker and \$486,254 for Mr. Knight.
Termination due to	The officer's employment with Dexterra shall be deemed to have terminated upon his death. In
Death	this event, Dexterra would make a payment to his spouse equal to the remuneration earned,
	but not yet paid, up to the date of death.
Termination upon	In the event that the officer should suffer a permanent disability, his employment with Dexterra
Permanent	may be terminated upon providing him 60 days notice.
Disability
Termination for	Dexterra may terminate the officer's employment without notice for reasons of just cause. In
Just Cause	this event, Dexterra would make a payment to the officer equal to the remuneration earned, but
	not paid, up to the date of the termination of employment.
Termination due to	The officer has the right, for a period of 90 days following any event causing a change of control,
Change of Control	to elect to terminate his employment with Dexterra. In such an event, the CEO is entitled to
	receive a lump sum payment equal to the sum of his then current annual salary plus an amount
	equal to the average of the bonuses paid to Dexterra's CEO for the previous two complete fiscal
	years plus an amount equal to 10% of his then current annual salary in lieu of lost benefits.
	Such a payment due to termination without cause, as calculated at December 31, 2021, would
	amount to \$ 957,124 for Mr. MacCuish and \$638,082 for Mr. Becker and \$486,254 for Mr.
	Knight.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

Information in the table below is as of December 31, 2022:

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	1,632,000	\$5.90	4,892,162
Equity compensation plans not approved by security holders	---	---	---
Total	1,632,000	\$5.90	4,892,162

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, no director or executive officer of Dexterra was indebted to Dexterra or its subsidiaries. Further, at no time since the beginning of the financial year ended December 31, 2022 did any director or executive officer, or any associate of any such director or executive officer of Dexterra, owe any indebtedness to Dexterra or owe any indebtedness to any other entity which is, or at any time has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Dexterra or any of its subsidiaries.

CORPORATE GOVERNANCE

Corporate Governance is the process and structure used to direct and manage the business and affairs of Dexterra to achieve the Shareholders' objectives. The Shareholders elect the directors who in turn are responsible for overseeing all aspects of the operations of Dexterra, appointing management and ensuring that the business is managed properly taking into account the interests of the Shareholders and other stakeholders such as employees, customers, suppliers, and the community at large. The Board has established a set of corporate governance guidelines that includes: (i) the Board's written mandate, (ii) the formation of each of the Audit Committee, the Corporate Governance and Compensation Committee and the Enterprise Risk Management Committee and approved written charters for each; (iii) established position descriptions for the Chair of the Board, CEO and the Chair of each board committee; (iv) a Code of Business Conduct and Ethics applicable to the directors, officers, employees and consultants; (v) an Insider Trading Policy and (vi) Communications and Social Media Policy.

Dexterra's corporate governance policies and practices help to uphold and enhance its core values of accountability, trust, diversity and partnership. Dexterra's corporate governance practices are in compliance with all applicable rules and substantially comply with all applicable policies and guidelines, including those of the Canadian Securities Administrators. The Board, through the Corporate Governance and Compensation Committee monitors changes with respect to corporate governance practices and regulatory requirements. A description of our corporate governance practices is set out below.

Risk Oversight

The Board, shared by each of its committees, has the responsibility to take reasonable steps to ensure that management identifies, understands and evaluates the principal risks of and to Dexterra's business; implements appropriate systems to manage these risks; and achieves a proper balance between risk and reward. A comprehensive list of material risks applicable to Dexterra are provided in its latest Annual Information Form and in note 22 of the audited financial statements for the year ended December 31, 2022 contained in our Annual Report and which are available on Dexterra's website at dexterra.com or on SEDAR at sedar.com.

Mandate of the Board

The Board has adopted a formal mandate, a copy of which is attached as Schedule "A" to this Information Circular and is available online at dexterra.com. On an annual basis, the Board assesses the adequacy of the Board Mandate.

Meetings without Management

The independent directors hold meetings at the end of each regularly scheduled directors' meeting without the presence of management or the non-independent directors. There were 5 meetings of the Board during the period January 1 to December 31, 2022.

Position Descriptions

Chair of the Board and Committee Chairs

The Board has developed written position descriptions for the Chair of the Board and the Chair of each Board committee. A copy of the Chair of the Board's position description may be viewed on Dexterra's website at dexterra.com Position descriptions for the Committee Chairs may be obtained upon request to the Corporate Secretary of Dexterra at Dexterra's head office located at 5915 Airport Rd., Suite 425, Mississauga, ON L4V 1T1.

The position description of the Chair of the Board provides for the Chair to provide leadership to the Board and to serve as chair at Shareholders' annual meetings. The Chair also sets the agenda of all Board meetings, and ensures the provision of accurate, timely and clear information to the directors. In addition, the Chair supervises the Committee Chairs. Further, pursuant to Dexterra's by-laws, in the event of an equality of votes on any matter to be decided by the Board, the Chair of the Board has a second or casting vote.

The position description of the Committee Chairs provides for their participation in the development of committee meeting calendars and agenda. Committee Chairs preside over all Committee meetings and ensure the orderly and efficient use of time in Committee meetings. Committee Chairs provide reports to the Board on a regular basis.

CEO

The Board and the CEO have developed a written position description for the CEO. A copy may be viewed on Dexterra's website at dexterra.com.

The position description of the CEO includes the following duties and responsibilities: providing executive leadership, business plans and operational management for areas of responsibility, including developing succession plans and establishing responsibilities for key people under the individual's span of control; providing updates to the Board on corporate activities and reporting to the Chair of the Board. In addition to his role as CEO, Mr. Becker shall be responsible for overseeing the Presidents of Workforce Accommodations Forestry and Energy Services; Integrated Facilities Management and Modular Solutions, the CFO; the Chief Human Resources Officer; the EVP Health, Safety, Environment and Quality; and the EVP Legal, General Counsel and Corporate Secretary. In general, the management of Dexterra is empowered to operate the business on a day-to-day basis. However, any responsibility which is not delegated to either management or a Committee of the Board of Directors remains with the Board. In general, all matters of policy and all actions proposed to be taken which are not in the ordinary course of business require the prior approval of the Board or of a Board Committee to which approval authority has been delegated. The corporate objectives are developed by management and approved by the Board.

Director Orientation and Education

The Corporate Governance and Compensation Committee is responsible for ensuring that new directors are provided with an orientation and education program which includes written information about the duties and obligations of directors, the business and operations of Dexterra, documents from recent Board meetings and discussion with senior management and other directors. The members of the Board also attend an off-site tour of operating facilities. The directors are provided with information covering a wide range of topics including board and committee governance documents; various corporate policies; strategic plans; and regular reports from the CEO and the Chair of the Board. In addition, directors are provided with guidance concerning trading in Dexterra's securities, blackout periods and Dexterra's disclosure practices. Directors are expected to attend all scheduled Board and committee meetings in person, although attendance by telephone or video conference is permissible in appropriate circumstances. Directors are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. Each director is expected to participate in continuing education programs to maintain any professional designation that they may have and to stay current on relevant issues such as corporate governance, financial and accounting practices. In addition, each director is expected to participate in programs that would be necessary to maintain a level of expertise in order to perform his or her responsibilities as a director and to provide ongoing guidance and direction to management. To facilitate ongoing education of Dexterra's directors, the Corporate Governance and Compensation Committee will arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position as a director of Dexterra, if required. The Board receives regular presentations from key management focused on providing business updates and deepening the Board's knowledge of the business of Dexterra and in December 2022 received an in-depth management strategy session. Dexterra also has a full corporate board membership with the Institute of Corporate Directors which provides the directors access to learning forums to advance their governance knowledge and build the necessary skills to enhance their contributions in the boardroom.

Ethical Business Conduct

The Board of Directors has adopted a Code of Business Conduct and Ethics ("Code of Ethics"), a copy of which has been filed on SEDAR at sedar.com and is available on Dexterra's website at www.dexterra.com. A copy may also be obtained upon request to the Corporate Secretary of Dexterra at Dexterra's head office located at 5915 Airport Rd., Suite 425, Mississauga, ON L4V 1T1.

The Corporate Governance and Compensation Committee has the responsibility for monitoring compliance with the Code of Ethics and also ensures that management encourages and promotes a culture of ethical business conduct. The Board, through the Audit Committee Chair, also receives reports of all financial or accounting and other appropriate issues raised through Dexterra's anonymous toll-free whistleblower hotline.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to directors, officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct. The Board also has a Communications and Social Media Policy which regulates the manner in which material information is determined and disseminated.

The Corporate Governance and Compensation Committee monitors the disclosure of conflicts of interest by directors and ensures that no director will vote or participate in a discussion on a matter, in respect of which, such director has a material interest. As a standing agenda item at each meeting of the Board and at each committee meeting, directors are required to advise of any conflicts of interest or duty regarding agenda items that will appear on Board or committee agendas at the beginning of each meeting and before discussion of any substantive agenda items.

Board Composition

The Board is currently composed of nine (9) members. For the upcoming Meeting, each member of the proposed Board will be considered independent of Dexterra, other than Mr. Becker who is the CEO, effective May 1, 2023. The Board has established three committees, the Audit Committee, the Corporate Governance and Compensation Committee and the Enterprise Risk Management Committee. All members of the committees of the Board are independent of Dexterra. "Independent" refers to the standards of independence set forth within section 1.4 of NI 52-110. Pursuant to the Investor Rights Agreement, for as long as Fairfax, in the aggregate, owns, controls or directs, directly or indirectly, at least 20% of the outstanding Common Shares (on a non-diluted basis,) it shall be entitled to have at least one of the Fairfax Nominees (as selected by Fairfax for each committee) appointed to each committee of the Board.

Audit Committee

The current members of the Audit Committee are Mary Garden (Chair), Simon Landy, R. William McFarland and Russell Newmark. The Audit Committee is a standing committee appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting by Dexterra. Each member of the Audit Committee is independent as defined under section 1.4 of NI 52-110 and none received directly or indirectly, any compensation from Dexterra other than for services as a member of the Board and its committees. All members of the Audit Committee are financially literate as defined under NI 52-110. Further information regarding Dexterra's Audit Committee is contained under the heading "Audit Committee" in Dexterra's Annual Information Form dated March 8, 2023.

Corporate Governance and Compensation Committee

The directors who are currently members of the Corporate Governance and Compensation Committee are Kevin D. Nabholz (Chair), Mary Garden, David Johnston, and R. William McFarland, each of whom are independent as defined within section 1.4 of NI 52-110.

The Corporate Governance and Compensation Committee has the general responsibility for developing and monitoring Dexterra's approach to corporate governance matters and is responsible for recommending to the Board its size, composition and membership, succession planning for directors and Board committee structure. In addition, the composition of the Board and certain governance matters in respect of Dexterra, are subject to the terms of the Investor Rights Agreement for so long as it is in force and effect. Under the terms of the Investor Rights Agreement, Fairfax will have certain rights, including the right to nominate directors to the Board, based on its associated ownership of Common Shares. For so long as Fairfax owns, controls or directs, directly or indirectly, at least 10% of the outstanding Common Shares (on a non-diluted basis), the Board will consist of eight directors or such other number as Dexterra and Fairfax may agree. In late 2022, Dexterra and Fairfax agreed that the Board would increase to nine (9) directors from the seven (7) current members and that Antonia Rossi and Tabatha Bull would join the board in January 2023. Particulars of the nomination rights of Fairfax are set out in the Investor Rights Agreement, which is available on Dexterra's SEDAR profile at sedar.com.

The Corporate Governance and Compensation Committee are also responsible for the development of a compensation policy, reviewing executive succession planning, evaluating the CEO in conjunction with the Chair of the Board, reviewing and recommending to the Board the CEO's and directors' compensation, reviewing the executive officers' compensation and monitoring incentive arrangements. The Corporate Governance and Compensation Committee regularly review the compensation practices of comparable companies with a view to align Dexterra's officers and directors with comparator group median. Directors who are officers of Dexterra receive no additional remuneration for their services as directors. All members of the Corporate Governance and Compensation Committee have experience in executive compensation by virtue of their experience as current or former chief executive officers and as current or former senior executives. The Board believes the Corporate Governance and Compensation Committee collectively have the knowledge, experience and background required to fulfill its mandate.

For more information, please see under the heading "Compensation Discussion and Analysis" in this Information Circular. The Corporate Governance and Compensation Committee's Charter contains more fulsome details of the responsibilities, powers and operation terms of the committee. The Charter is available on Dexterra's website at dexterra.com. A copy may also be obtained upon request to the Corporate Secretary of Dexterra at Dexterra's head office located at 5915 Airport Rd., Suite 425, Mississauga, ON L4V 1T1.

Enterprise Risk Management Committee ("ERM")

The directors who are currently members of the ERM are David Johnston (Chair), Simon Landy, Kevin Nabholz and Russell Newmark, each of whom are independent as defined within section 1.4 of NI 52-110. The ERM assists the Board in its oversight of the health, safety, quality and environmental issues, including the evaluation of Dexterra's programs, controls and reporting systems, and compliance with applicable laws, rules and regulations and enterprise risk management. The ERM Charter contains more fulsome details of the responsibilities, powers and operation terms of the committee. The Charter is available on Dexterra's website at dexterra.com. A copy may also be obtained upon request to the Corporate Secretary of Dexterra at Dexterra's head office located at 5915 Airport Rd., Suite 425, Mississauga, ON L4V 1T1.

Selection of Directors and Diversity

Candidates for the Board must exhibit the highest degree of integrity, professionalism, values and independent judgement. With this goal in mind, the Board annually evaluates potential nominees to the Board by reviewing the qualifications of prospective members and determines their relevance taking into consideration current Board composition and the anticipated skills required to round out the capabilities of the Board, including a broad range of experience, knowledge and diversity of membership.

The Corporate Governance and Compensation Committee utilizes a Board Composition Matrix to identity those areas which are necessary for the Board to carry out its mandate effectively, allowing the Corporate Governance and Compensation Committee to identify criteria that a new candidate for the Board should possess. The Board succession planning process involves maintaining a skills matrix, which helps the Corporate Governance and Compensation Committee and the Board identify any gaps in the skills and competencies considered most relevant for Dexterra. Each director is asked to indicate the skills and competencies that each director, including themselves, has demonstrated. The following table lists the top four competencies of the directors, together with their gender, tenure and age.

Name	Years on Gender the Board						Age Top Four Competencies
	Ma le	Fe ma le	O t o 5	6 t o 1 0	11+	59 an d u nd er	60 to 69	70+	Fin an cia l E xp ert ise	Fa cili tie s M an ag em en t In du str y	Re so urc es Ex pe rie nce	( He alt En h a ter nd pri Sa se fet Ris y; En k M Ex vir an pe on ag rie me em nc nta en e) t l	Op era tio na l E xp ert ise	Str ate gic Pl an nin Ac g/M qu erg isit ers ion & s	Hu ma n R eso urc es Ma na ge me nt	Co nst ruc tio n I nd ust ry Ex pe rtis ti e	Te ch no log y / Dig ita E l M ed ia	Ge ne ral Ca na dia Ex n B pe us rie ine nc ss e	Re gu lat ory Ex pe rtis e	Ca pit al Ma rke ts	Bo ard & Go ve rna nce
Mary Garden		X		X			X		X					X		X					X
Mark Becker	X					X				X	X		X			X
David Johnston	X		X					X				X			X				X		X
Simon Landy	X		X				X				X	X	X					X
Tabatha Bull		X	X			X										X		X	X		X
R. William McFarland	X		X				X		X					X						X	X

Name		Gender		Years on the Board			Age		Top Four Competencies
	Ma le	Fe ma le	O t o 5	6 t o 1 0	11+	59 an d u nd er	60 to 69	70+	Fin an cia l E xp ert ise	Fa cili tie s M an ag em en t In du str y	Re so urc es Ex pe rie nce	( He alt En h a ter nd pri Sa se fet Ris y; En k M Ex vir an pe on ag rie me em nc nta en e) t l	Op era tio na l E xp ert ise	Str ate gic Pl an nin Ac g/M qu erg isit ers ion & s	Hu ma n R eso urc es Ma na ge me nt	Co nst ruc tio n I nd ust ry Ex pe rtis ti e	Te ch no log y / Dig ita E l M ed ia	Ge ne ral Ca na dia Ex n B pe us rie ine nc ss e	Re gu lat ory Ex pe rtis e	Ca pit al Ma rke ts	Bo ard & Go ve rna nce
Kevin D. Nabholz	X				X		X						X			X		X			X
Russell A. Newmark	X				X		X						X			X		X	X
Antonia Rossi		X	X			X				X		X	X			X

The qualities which Dexterra seeks in its directors as well as in its executive officer positions restricts the availability of suitable individuals, as does its experience that a director or executive officer should be an individual with whom Dexterra has had sufficient experience to ensure there is mutual compatibility. Given these limiting paramount considerations and Fairfax's current board nomination rights under the Investment Rights Agreement that allows it to nominate up to 50% of the Board, the achievement of diversity of race, ethnicity, gender, national origin, sexual orientation, abilities or similar categorizations is not an overriding factor in Dexterra's choice of directors or executive officers, and Dexterra does not have any formal policy on gender or other diversity on its Board or among its executive officers or on the identification and nomination of female directors, do not have fixed percentages or targets for any selection criteria.

However, Dexterra is committed to the fundamental principles of equal employment opportunities which are prescribed in its employment policies which further provide for Dexterra's commitment to treating people fairly, with respect and dignity, and to offering equal employment opportunities based upon an individual's qualifications and performance. Dexterra's employees represent diversity of culture, ethnicity and age demographic.

Diversity is one of the core values that drives Dexterra's business. Through diversity and inclusion, Dexterra is creating a work culture that inspires employees to embrace initiative and drive innovation. Dexterra is certified and will remain committed to Employment Equity under the Federal Contractors Program. Dexterra has set goals for employment equity for the four designated groups in its workforce by August 2024, (i) increasing the percentage of women employed at Dexterra to 44% ( 42% currently), (ii) increasing the percentage Indigenous Peoples employed at Dexterra to 9% (9% currently), (iii) maintain or improve the representation of visible minorities employed at Dexterra at 32% or above (15% currently) and (iv) increase the percentage of persons with disabilities employed at Dexterra to 7% (5% currently).

In addition to the value of Diversity, Dexterra's new values include Accountability, Trust and Partnership. These were introduced following feedback from employees. Dexterra's directors and leaders have been equipped to demonstrate and support behaviours aligned with its core values.

Dexterra recognizes that the quality of its people is critical to its success. The quality of Dexterra's people, their engagement and focus are significant factors in Dexterra's performance. Dexterra invests in resources and programming to attract, retain, and develop high-quality talent across the company and at all levels. Dexterra works to cultivate a culture of positive engagement and performance. Dexterra is powered by passionate people.

As at the date hereof, three (3) of the nine (9) members of the Board of Dexterra are women (33.33%). Effective May 1, 2023, two (2) of the nine (9) executive officers of Dexterra are women (22.2%).

Board Performance Evaluation

The Corporate Governance and Compensation Committee has the mandate and responsibility to ensure that a process is in place for the annual review of the performance of individual directors, the Board as a whole and the Board committees. Typically, annual board evaluations are conducted at the start of each year which require directors to complete questionnaires rating items such as structure and size of the Board and each committee, the knowledge and diversity of membership as well as the quality and timeliness of information received for discussion and the overall effectiveness in decision making. These questionnaires also include individual director self-evaluations along with committee evaluations. The completed questionnaires are forwarded to the Corporate Secretary who compiles the results into a single document that includes any comments that may have been forwarded, for presentation to the Chair of the Corporate Governance and Compensation Committee. The anonymity of any particular submitter is maintained with the aggregate results presented to the Chair of the Corporate Governance and Compensation Committee. The results are then communicated to the full Board for discussion and recommendations as necessary. The most recent board assessment was completed in early 2023.

Director Term Limits and Other Mechanisms of Board Renewal

The Board has not adopted term limits for the directors on the Board or other mechanisms of Board renewal. Instead, the Corporate Governance and Compensation Committee have the mandate and responsibility to ensure that a process is in place for the annual review of the performance of individual directors, the Board as a whole and the Board Committees. Through this annual review process, such committee determines whether an individual director is able to continue to make an effective contribution. The Board is of the view that such annual review process is more effective than term limits or other mechanisms of Board renewal such as a mandatory retirement age.

Communicating with the Board

Shareholders may write to the Board or any member or members of the Board in care of the Corporate Secretary at the head office of Dexterra, at the following address:

Dexterra Group Inc. 5915 Airport Rd., Suite 425, Mississauga, ON L4V 1T1

Letters addressed to the Board, or any individual independent director, are reviewed as a group to determine if a response from the Board is appropriate. While the Board oversees management, it does not participate in the day-today functions and operations of Dexterra and is not normally in the best position to respond to inquiries on those matters. Inquiries on operations or day-to-day management of Dexterra will be directed to the appropriate personnel within Dexterra for a response. The Board has instructed the Corporate Secretary to review all correspondence and, in his discretion, not to forward any items if they:

• are not relevant to Dexterra's operations, policies and philosophies;
• are commercial in nature; or
• are not appropriate for consideration by the Board.

All inquiries will receive a written response from either the Board or management, as appropriate. The Corporate Secretary maintains a log of all correspondence addressed to members of the Board. Directors may review the log at any time and request copies of any correspondence received.

DIRECTORS APPROVAL

The contents and the sending of this Information Circular have been approved by the directors of Dexterra.

March 21, 2023

"signed" Christos Gazeas

Christos Gazeas EVP, Legal, General Counsel and Corporate Secretary

SCHEDULE "A"

MANDATE OF THE BOARD OF DIRECTORS OF DEXTERRA GROUP IN INC. ("Dexterra")

Stewardship of Dexterra

• 1. The Board of Directors of Dexterra (the "Board") is responsible for:
• (a) the stewardship of the business and affairs of Dexterra;
• (b) supervising the management of the business and affairs of Dexterra;
• (c) providing leadership to Dexterra by practicing responsible, sustainable and ethical decision making;
• (d) ensuring that all major issues affecting Dexterra are given proper consideration; and
• (e) directing management to ensure legal, regulatory and stock exchange requirements applicable to Dexterra have been met.

Director Obligations

• 1. Each Director has the responsibility to:
• (a) attend all regularly scheduled meetings of the Board and all of the Committees on which he or she serves and to be prepared for such meetings by reviewing materials provided in advance of meetings;
• (b) act honestly and in good faith with a view to the best interests of Dexterra; and
• (c) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Board Composition

• 1. A majority of the Board will, at all times, be independent directors as defined in the current laws applicable to Dexterra.
• 1. To be considered for nomination and election to the Board, directors must demonstrate integrity and high ethical standards in their business dealings, their personal affairs and in the discharge of their duties to and on behalf of Dexterra.

Board Meetings

• 1. The Board is responsible to:
• (a) meet in person, or by telephone conference call, at least once each quarter and as often thereafter as required to discharge the duties of the Board;
• (b) hold meetings of the independent directors without management and non-independent directors present; and
• (c) comply with the position description applicable to individual directors.

Board Chair

1. The Board is responsible to annually select an independent member of the Board to serve as Board chair, (or if a CEO is also the Board Chair, a Lead Director) to:

2. (a) provide leadership to all directors;

3. (b) manage the affairs of the Board; and
4. (c) ensure that the Board functions effectively in fulfillment of its duties to Dexterra.

Committees of the Board

• 1. The Board discharges its responsibilities directly and through its Committees. As such the Board shall:
• (a) establish such Committees of the Board as are required by applicable law and as are necessary to effectively discharge the duties of the Board which Committees shall include:
  • (i) an Audit Committee;
  • (ii) a Corporate Governance and Compensation Committee; and
  • (iii) an Enterprise Risk Management Committee.
• (b) appoint directors to serve as members of each Committee;
• (c) appoint a chair of each Committee to:
  • (i) provide leadership to the Committee;
  • (ii) manage the affairs of the Committee;
  • (iii) ensure that the Committee functions effectively in fulfilling its duties to the Board and Dexterra; and
  • (iv) to develop position descriptions for each Chair and Board Chair.
• (d) regularly receive and consider reports and recommendations of each Committee, in particular:
  • (i) Audit Committee reports and recommendations, particularly with respect to Dexterra's annual audit and quarterly reports;
  • (ii) Corporate Governance and Compensation Committee reports regarding governance issues and the nomination process and recommendations regarding nominees and candidates for election to the Board and reports regarding recommendations with respect to corporate goals and objectives, CEO compensation and Board assessments and compensation;
  • (iii) Enterprise Risk Management Committee reports regarding health, safety and environmental issues, including the evaluation of Dexterra's programs, controls and reporting systems, and compliance with applicable laws, rules and regulations and enterprise risk management.

Supervision of Management

• 1. The Board is responsible to:
• (a) select and appoint the CEO, and with the assistance of the Corporate Governance and Compensation Committee, establish CEO goals and objectives and evaluate CEO performance and develop a position description for the CEO which includes delineating management's responsibilities; and
• (b) assist the CEO to select and appoint executive officers, establish executive officers' goals and objectives and monitor their performance; and

(c) with the assistance of the Corporate Governance and Compensation Committee, maintain a succession plan for the replacement of the CEO and executive officers.

Governance

• 1. The Board is responsible to:
• (a) annually review and on the advice of the Corporate Governance and Compensation Committee either approve or require revisions to the mandates of the Board and each Committee, position descriptions, the code of business conduct and ethics (the "Code") and all other policies of Dexterra (collectively the "Governance Documents");
• (b) together with the Corporate Governance and Compensation Committee, take reasonable steps to satisfy itself that each director, the CEO and the executive officers are:
  • (i) performing their duties ethically;
  • (ii) conducting business on behalf of Dexterra in accordance with the requirements and the spirit of the Governance Documents;
  • (iii) fostering a culture of integrity throughout Dexterra; and
  • (iv) arrange, on the advice of the Corporate Governance and Compensation Committee, for the Governance Documents to be publicly disclosed.
• (c) ensure that all new directors receive a comprehensive orientation and that all new directors should fully understand the role of the Board and its committees, as well as the contribution individual directors are expected to make (including, in particular, the commitment of time and resources that Dexterra expects from its directors) and that all new directors should also understand the nature and operation of Dexterra's business; and
• (d) provide continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of Dexterra's business remains current.

Communications

• 1. The Board is responsible to:
• (a) approve and implement a communications policy which provides for disclosure and communications practices governing Dexterra; and
• (b) approve and maintain a process for Dexterra's stakeholders to contact the independent directors directly with concerns and questions regarding Dexterra.

Waivers and Conflicts

• 1. The Board is responsible, with the assistance of the Corporate Governance and Compensation Committee, for:
• (a) reviewing departures from the Code;
• (b) providing or denying waivers from the Code; and

• (c) disclosing departures from the Code including by filing required material change reports for material departures from the Code containing:

  • (i) the date of the departure;
  • (ii) the parties involved;

• (iii) the reason why the Board has or has not sanctioned the departure; and

• (iv) any measures taken to address or remedy the departure.

Strategic Planning

• 1. The Board has the duty to:
• (a) adopt a strategic planning process, annually approve a strategic plan for increasing shareholder value taking into account, among other things, the opportunities and risks of Dexterra's business, and regularly monitor Dexterra's performance against its strategic plan;
• (b) approve capital and operating budgets to implement the strategic plan;
• (c) conduct periodic reviews of Dexterra's resources, risks, and regulatory constraints and opportunities to facilitate the strategic plan; and
• (d) evaluate management's analysis of the strategies of existing and potential competitors and their impact, if any, on Dexterra's strategic plan.

Risk Management

• 1. The Board has the duty to:
• (a) adopt a process to identify business risks and ensure appropriate systems to manage risks; and
• (b) together with the Audit Committee, ensure policies and procedures are in place and are effective to maintain the integrity of Dexterra's:
  • (i) disclosure controls and procedures;
  • (ii) internal controls over financial reporting; and
  • (iii) management information systems.

Financial Management

• 1. The Board has the duty to:
• (a) review and on the advice of the Audit Committee, approve, prior to their public dissemination:

(i)interim and annual consolidated financial statements and notes thereto;

• (ii) management's discussion and analysis of financial condition and results of operations;
• (iii) relevant sections of the annual report, annual information form and management information circular containing financial information;
• (iv) forecasted financial information and forward looking statements; and
• (v) all press releases and other documents in which financial statements, earnings forecasts, results of operations or other financial information is disclosed; and
• (b) approve dividends and distributions, material financings, transactions affecting authorized capital or the issue and repurchase of shares and debt securities, and all material divestitures and acquisitions.

Materials

1. The Board shall have access to all books, records, facilities and personnel of Dexterra necessary for the discharge of its duties.

Advisors

1. The Board has the power, at the expense of Dexterra, to retain, instruct, compensate and terminate independent advisors to assist the Board in the discharge of its duties.

SCHEDULE "B"

STOCK OPTION PLAN OF DEXTERRA GROUP IN INC. ("Dexterra")

1. PURPOSE

The purpose of this Stock Option Plan (the "Option Plan") is to provide an incentive to the officers, employees, directors and certain consultants of the Corporation or any of its subsidiaries to achieve the longer term objectives of the Corporation, to give suitable recognition of the ability and industry of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

2. DEFINITIONS

When used in this Option Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

• (a) "ASA" means the Securities Act (Alberta);
• (b) "Board" or "Board of Directors" means the board of directors of the Corporation;
• (c) "Common Shares" means the common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;
• (d) "Consultant" means any person or company engaged to provide ongoing management or consulting services to the Corporation;
• (e) "Corporation" means Dexterra Group Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;
• (f) "Dividends Paid in the Ordinary Course" means cash dividends declared payable on the Common Shares in any fiscal year which, in the aggregate, do not exceed 100% of the retained earnings of the Corporation as at the end of its immediately preceding fiscal year and 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year.
• (g) "Exercise Price" means the price at which shares acquired on the exercise of Options granted shall be paid for on a per Common Share basis;
• (h) "Final Service Date" means the date a particular Consultant is no longer providing services to the Corporation for any reason;
• (i) "Insider" means that same as provided for in the ASA and includes associates and affiliates of the insider;
• (j) "Market Value" means at any date when the Market Value of Common Shares of the Corporation is to be determined, the closing price on the trading day prior to the date of grant on the principal stock exchange on which the Common Shares are listed, or if the Common Shares of the Corporation are not listed on any stock exchange, the Market Value shall be determined solely by the Board of Directors, acting reasonably and in good faith;
• (k) "Non-Employee Director" means a director of the Corporation who is not an officer or employee of the Corporation or one if its subsidiaries;

• (l) "Option" means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price to be determined by the Board of Directors, but subject to the provisions hereof;

• (m) "Option Period" means such period as may be determined by the Board of Directors during which an Optionee may exercise an Option, commencing on the date such Option is granted to such Optionee and ending as specified in this Option Plan, or in the Stock Option Agreement but in no event shall an Option expire on a date which is later than ten (10) years after the grant of the Option;

• (n) "Optionee" means a person who is an officer, employee, director or certain Consultants of the Corporation or its subsidiaries who is granted an Option pursuant to this Option Plan;
• (o) "Option Plan" shall mean the Corporation's stock option plan as embodied herein, as amended from time to time;
• (p) "Stock Option Agreement" means the written agreement that will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder; and
• (q) "Trading Day" means a day on which at least a board lot of Common Shares shall have been sold through the facilities of the Toronto Stock Exchange or other relevant stock exchange.

3. ADMINISTRATION AND ELIGIBILITY

This Option Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of this Option Plan and, to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Option Plan, and all decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Optionees and the Corporation subject to shareholder approval if required by any relevant stock exchange. The Board of Directors may at any time, and from time to time, designate those Optionees who are to be granted an Option pursuant to this Option Plan and grant an Option to such Optionee. Notwithstanding the foregoing, or any other provision contained herein, the Board of Directors shall have the right to delegate to the Chief Executive Officer of the Corporation the administration and operation of this Option Plan and the right to designate Optionees and grant Options to such Optionees, with the exception of grants of options to directors and the Chief Executive Officer.

4. COMMON SHARES RESERVED

• (a) The number of authorized but unissued Common Shares that may be subject to Options granted to Optionees under this Option Plan at any time shall not exceed 10% of the issued and outstanding Common Shares of the Corporation from time to time.
• (b) The number of Common Shares issuable to insiders, at any time, under all security-based compensation arrangements, cannot exceed 10% of the Corporation's issued and outstanding Common Shares.
• (c) The number of Common Shares issued to insiders, within any one-year period, under all security based compensation arrangements, cannot exceed 10% of the Corporation's issued and outstanding Common Shares.
• (d) The maximum number of Common Shares issuable pursuant to Options granted under this Option Plan to any one Non-Employee Director, within any one-year period, shall not exceed \$100,000, as calculated on the date of grant using the Black-Scholes-Merton valuation model.
• (e) The maximum number of Common Shares reserved for issuance under all security-based compensation arrangements granted to any one Non- Employee Director, within any one-year period, shall not exceed \$150,000, as calculated on the date of grant using the Black-Sholes-Merton valuation model.
• (f) No Options shall be granted to any director of the Corporation who is not also an officer of the Corporation if such grant could result, at any time, in the total number of Common Shares issuable to all directors of the Corporation who are not also officers of the Corporation pursuant to Options exceeding 1% of the issued and outstanding Common Shares of the Corporation.
• (g) The foregoing provisions of this paragraph 4 are subject to the appropriate adjustment, as set forth in paragraph 11 hereof, both in the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

(h) Common Shares in respect of which Options are not exercised during their respective Option Period will be available for subsequent Options.

5. PARTICIPATION

Participation in this Option Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Option Plan to the contrary, the granting of an Option pursuant to this Option Plan shall in no way be construed as a guarantee of employment by the Corporation to the Optionee.

No Optionee shall have any of the rights of a shareholder in respect to Common Shares under an Option until such Common Shares shall have been paid for in full and issued by the Corporation pursuant to this Option Plan.

6. OPTION AGREEMENTS

A Stock Option Agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the Exercise Price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Option Plan. The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

7. EXERCISE OF OPTIONS

• (a) Subject to paragraph 8 hereof, Optionee shall be entitled to exercise an Option granted to Optionee at any time prior to the expiry of the Option Period, subject to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted.
• (b) The Exercise Price of an Option granted under this Option Plan shall be as determined by the Board of Directors when such Option is granted subject to any limitations imposed by any relevant stock exchange or regulatory authority, and shall not be less than an amount equal to the Market Value of the Common Shares. If Options are granted at the time of or before the Common Shares are listed for trading on a stock exchange the Exercise Price shall be determined by the Board of Directors unless a binding agreement with respect to issuance of such options is in place in which case the binding agreement shall prevail.

8. TERMINATION OF OPTIONS

Unless specifically amended or otherwise dealt with in a Stock Option Agreement:

• (a) in the case of death of an Optionee, the right to exercise an Option shall extend to the earlier of (i) one year after the date of death or (ii) the expiry date of the Option set forth in the Stock Option Agreement, to the extent such Option was exercisable by Optionee on the date of death of the Optionee; and
• (b) in the case of termination or cessation of employment of an Optionee (who is not a Consultant) for any reason (other than death) or, in the case of a Consultant, upon cessation of the services agreement the right to exercise an Option shall be limited to and shall expire on the earlier of 60 days after the date of termination or cessation (in the case of an Optionee who is not a Consultant) and from the Final Service Date (in the case of an Optionee who is a Consultant), or the expiry date of the Option set forth in the Stock Option Agreement, to the extent such Option was exercisable by Optionee on the date of termination of such employment or Final Service Date, as the case may be. For greater certainty, any reference to a cessation of employment of the Optionee with the Corporation for any reason or Final Service Date, as the case may be, other than death, is a reference to the occurrence of such fact howsoever that arises, and if any Optionee is entitled to reasonable notice of termination of employment or contract or compensation in lieu thereof, or is entitled to a specific period of notice or compensation in lieu thereof, then the Optionee is not entitled to claim any right to further unvested Common Shares which may be available pursuant to an Option or further time to exercise vested Common Shares available pursuant to an Option during the said reasonable notice period or during the said specific notice period, or to compensation in lieu thereof by way of general damages, or special damages, whether in contract, in tort or otherwise.

9. OPTIONS NON-TRANSFERABLE

Options granted under this Option Plan, and any interest therein, will not be transferable or assignable by an Optionee, and may not be made subject to execution, attachment or similar process, otherwise than for normal estate settlement purposes or by operation of law. During the lifetime of the Optionee, an Option will be exercisable only by the Optionee and any elections with respect to an Option may be made only by the Optionee. The terms of the Option shall be binding upon the executors, administrators and heirs of the Optionee.

10. TAKEOVER OR CHANGE IN CONTROL

The Corporation shall have the power, in the event of:

• (a) any disposition of substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation, with or into any other corporation, or the merger, amalgamation or consolidation of any other corporation into the Corporation,
• (b) any change in control of the Corporation, or
• (c) an offer is made generally to the holders of the Corporation's voting securities to purchase those securities and which is a "takeover bid" as defined in the ASA;
• (d) to amend the Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction. For the purposes of the foregoing, a change in control of the Corporation shall occur if there becomes a Control Person (as defined in the ASA) with respect to the securities of the Corporation, who is not a Control Person as at the effective date of this Option Plan.

11. ADJUSTMENTS

The Exercise Price, and the number of shares available to the Optionee shall be subject to adjustment from time to time as follows:

• (a) if the Corporation shall:
• i. subdivide, re-divide or change its outstanding Common Shares into a greater number of shares, the Corporation shall deliver, at the time of any exercise thereafter of the Options, such additional number of shares as would have resulted from such subdivision, redivision or change if the exercise of the Options had been made prior to the date of such subdivision, redivision or change;
• ii. reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares, the number of shares deliverable by the Corporation on any exercise thereafter of the Options shall be reduced to such number of shares as would have resulted from such consolidation or change if the exercise of the Options had been made prior to the date of such consolidation or change; or
• iii. issue Common Shares (or securities convertible or exchangeable into Common Shares) to the holders of any of its outstanding Common Shares by way of a stock dividend (other than an issue of Common Shares to holders of Common Shares who exercise an option to receive stock dividends in lieu of cash dividends), the Corporation shall deliver, at the time of any exercise thereafter of the Options, such additional number of shares as would have resulted from such stock dividend if the exercise of the Options been made prior to the date of such stock dividend; and,

in addition, the Exercise Price, in effect immediately after such subdivision, re-division, change, reduction, combination or consolidation or such issue of Common Shares (or securities convertible or exchangeable into Common Shares) by way of a stock dividend becomes effective or is paid, as the case may be, shall, in the case of the events referred to in (i) and (iii), be decreased in the same proportion to the increase in the number of outstanding Common Shares resulting from such subdivision, re-division or change or such dividend (including, in the case where securities convertible or exchangeable into Common Shares are issued, as a stock dividend the number of Common Shares that would have been outstanding had such securities been converted or exchanged into Common Shares on such date of issuance thereof), or, in the case of (ii), shall be increased in the same proportion to the decrease in the number of outstanding Common Shares resulting from such reduction, combination or consolidation; such adjustment shall be made successively whenever any event referred to in this subparagraph 11.1(a) shall occur, any such issue of Common Shares (or securities convertible or exchangeable into Common Shares) by way of stock dividend referred to in (iii) above shall be deemed to have been made on the date the stock dividend is paid for the purpose of calculating the number of outstanding Common Shares under this paragraph 11.1, and to the extent that any such securities convertible or exchangeable into Common Shares are not converted into Common Shares prior to the expiration of the conversion right contained in such securities, the Exercise Price shall be readjusted, effective as of the date of such expiration, to the Exercise Price, which would then be in effect based upon the number of Common Shares actually issued on the exercise of such conversion right;

• (b) if the Corporation shall fix a record date for the issuance of rights or options to all or substantially all of the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 90% of the Market Value on such record date, then subject to paragraph 11.2, the Exercise Price shall be adjusted immediately after such record date so that it shall equal a price determined by multiplying the Exercise Price, in effect immediately before such record date by a fraction, of which the numerator shall be the sum of: (i) the total number of Common Shares outstanding on such record date; plus (ii) a number of Common Shares equal to the number arrived at by dividing (A) the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by (B) the Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date or date of entering into such agreement plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); it being understood and agreed that (iii) any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; (iv) such adjustment shall be made successively whenever such record date is fixed or agreement entered into; (v) if all such rights or options or rights to acquire Common Shares or convertible or exchangeable securities are not exercised prior to the expiration thereof, the Exercise Price, as the case may be, shall be readjusted, effective as of the date of such expiration, to the Exercise Price, which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually delivered upon the exercise of such rights, options, Options or rights as the case may be;
• (c) if the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:
• i. shares of any class other than Common Shares;
• ii. rights or options (excluding those referred to in subparagraph 11.1(b) and rights or options to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) for a period of not more than 45 days after such record date at a price per Common Share (or having a conversion or exchange price per Common Share) not less than 90% of the Current Market Price on such record date);
• iii. evidences of its indebtedness; or
• iv. assets (excluding assets distributed as Dividends Paid in the Ordinary Course);

then in each such case, subject to paragraph 11.2, the Exercise Price, shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price, in effect on such record date by a fraction, of which the numerator shall be the: (A) total number of Common Shares outstanding on such record date multiplied by the Market Value on such record date; less (B) the fair market value (as determined by the Board of Directors) of such shares or rights or options or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Market Value; it being understood and agreed that (v) any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; (vi) such adjustment shall be made successively whenever such a record date is fixed; (vii) to the extent that such distribution of shares, evidences of indebtedness or assets is not so made or to the extent that any rights or options so distributed are not exercised, the Exercise Price, shall be readjusted to the Exercise Price, as the case may be, which would then be in effect based upon such shares, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually delivered upon the exercise of such rights or options, as the case may be.

In the event the Corporation contemplates making any distribution referred to in this subparagraph 11.1(c), the Corporation shall give written notice of such event to all Optionees. The Corporation shall not make a distribution under this subparagraph 11.1(c) where the fair market value (as determined by the Board of Directors), of the shares or rights, options or Options or evidences of indebtedness or assets so distributed exceeds the product of the Market Value on the record date for such distribution multiplied by the total number of Common Shares outstanding on such record date unless the holders are permitted and such holders have elected, or have waived in writing or are deemed to have waived their right, to participate in such distribution as though and to the same extent as if they had converted their Options into Common Shares immediately prior to such distribution even though in fact they have not converted their Options. An Optionee shall be deemed to have waived its right to so participate under this subparagraph 11.1(c) where such Optionee has not elected in writing to participate by delivery of such election to the Corporation within fourteen (14) days of the date on which notice of the event was given by the Corporation.

Notwithstanding anything to the contrary contained herein, the Exercise Price of the Options shall not be reduced in such a manner that the difference between the Exercise Price and the fair market value of the Common Shares (the "In the Money Value of the Options") immediately after the transaction or event described in subparagraphs 11.1(b) or (c) is greater than the In the Money Value of the Options immediately before the transaction or event described in subparagraphs 11.1(b) or (c).

Subject to the approval of the Toronto Stock Exchange (when the Common shares are listed on such exchange), no adjustments of the Exercise Price, shall be made pursuant to subparagraphs (b) or (c) of paragraph 11.1 if the Optionees of the Options participated or such Optionees have elected or have waived or are deemed to have waived their right to participate in the issue of such rights, options or Options or such distribution, as the case may be, as though and to the same extent as if they had converted their Options into Common Shares prior to the issue of such rights, options or Options or such distribution, as the case may be.

Notwithstanding any other provision contained herein, no adjustment of the Exercise Price, shall be made in any case in which the resulting increase or decrease in the Exercise Price would be, less than 1% of the then Exercise Price, but in such case any adjustment that would otherwise have been required then to be made shall be carried forward and made at the time of, and together with, the next subsequent adjustment to the Exercise Price, which (either directly or indirectly by setting aside the rights, options or other assets to be made available on exercise of the Options) together with any and all such adjustments so carried forward, shall result in an increase or decrease in the Exercise Price, by not less than 1%.

When any action is taken which requires an increase or decrease of the Exercise Price, under paragraph 11.1, the Corporation shall forthwith deliver a copy to each registered Optionee of Options, a certificate signed by any officer or director of the Corporation setting forth the details of the action taken and, as the case may be, the increased or decreased Exercise Price, and the details of the computation of the adjusted Exercise Price.

Upon the surrender of any Options for conversion, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of such Options to be converted and, in any case where a fraction of a Common Share is involved, the Corporation shall adjust such fractional interest rounded to the nearest whole number of Common Shares.

In case of any reclassification or change (other than a change referred in subparagraph 11.1(a)) of the Common Shares or capital reorganization of the Corporation other than as referred to in paragraph 11.1, or in the case of any amalgamation, consolidation or merger of the Corporation with or into any other corporation, trust, partnership or other entity, or in the case of any sale of the properties and assets of the Corporation as, or substantially as, an entirety to any other corporation, trust, partnership or other entity, each Option shall, after such reclassification, change, amalgamation, consolidation, merger or sale, be convertible (but not unless and until convertible) into the number of shares or other securities or property of the Corporation, or such continuing, successor or purchasing corporation, trust, partnership or other entity, as the case may be, to which a Optionee of the number of Common Shares as would have been issued if such Options had been converted immediately prior to such reclassification, change, amalgamation, consolidation, merger or sale would have been entitled upon such reclassification, change, amalgamation, consolidation, merger or sale. Any such determination shall be conclusive and binding on the Corporation and the holders of the Options. No such reclassification, change, amalgamation, consolidation, merger or sale shall be carried into effect unless, in the opinion of the Board of Directors, all necessary steps shall have been taken to ensure that the Optionees shall thereafter be entitled to receive such number of shares or other securities or property of the Corporation, or such continuing, successor or purchasing corporation, trust, partnership or entity, as the case may be, subject to adjustment thereafter in accordance with provisions similar, as nearly as may be, to those contained in this Section 11.

So long as any Options remain outstanding and if the provisions of paragraph 11.1 are applicable to a proposed dividend, repayment of capital or other distribution the Corporation shall give to the Optionees at least fourteen (14) days' prior notice of the record date for such payment of any cash dividend, stock dividend or other distribution on its Common Shares and shall give at least thirty (30) days' prior notice before making any above described repayment of capital on its Common Shares. The accidental failure or omission to give the notice required by this paragraph 11.8 or any defect therein shall not affect the legality or validity of any such payment, distribution or issue.

The Corporation covenants and agrees that it shall not, during the periods of notice as aforesaid, close its share transfer book, other than after normal business hours, or take any other corporate action which might deprive an Optionee of Options from the opportunity of exercising any rights herein provided.

If in the opinion of the Board of Directors the provisions of this Section 11 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Optionees, and other securities of the Corporation in accordance with the intent and purposes hereof, the Board of Directors shall make any adjustment in such provisions as the Board of Directors deems appropriate.

In the event of any question arising with respect to the adjustments provided for in this Section 11, such question shall be conclusively determined by such advisor selected by the Board, acting in good faith, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation and the Optionees and all other persons interested therein, in the event that such determination is made, the Corporation shall deliver a certificate to the Optionees describing the effect of such determination.

12. AMENDMENT AND TERMINATION

Subject to the exceptions set out below, the Board may at any time or from time to time, in its sole and absolute discretion, suspend, terminate or discontinue this Option Plan and may amend the terms and conditions of options granted pursuant to this Option Plan, subject to any required approval of any regulatory authority or stock exchange.

Without limiting the generality of the foregoing, some of the examples of the types of changes to this Option Plan or options granted under it that the Board could make without shareholder approval include:

• (a) housekeeping changes (such as a change to correct an immaterial inconsistency or clerical omission or a change to update a routine administrative provision such as contact information);
• (b) a change to the termination provisions for this Option Plan or for an Option as long as the change does not permit the Board to grant an Option with an expiry date of more than 10 years or extend an outstanding Option's expiry date;
• (c) a change deemed necessary or desirable to comply with applicable law or regulatory requirements.

The approval of the shareholders of the Corporation will be required for amendments to this Option Plan which results in:

• (a) any increase in the number of Common Shares issuable under this Option Plan or the number of unissued Common Shares that may be subject to Options granted to Optionees under this Option Plan;
• (b) any amendments which reduces the Exercise Price of an Option or any cancellation and reissuance of an Option;
• (c) any amendment that extends the term of an Option beyond its original Option Period;
• (d) any amendments to eligible participants that may permit the introduction or reintroduction of Non-Employee Directors on a discretionary basis or amendments that increase limits previously imposed on Non-Employee Director participation;

• (e) any amendment which would permit Options granted under this Option Plan to be transferable or assignable other than for normal estate settlement purposes; and

• (f) any amendments to this Section 12; and

• (g) amendments required to be approved by Shareholders under applicable law (including, without limitation, the rules, regulations and policies of t required by any relevant stock exchange).

In the event of any conflict between paragraph 12.2 and paragraph 12.3, the latter shall prevail.

13. EXTENSION OF OPTIONS PAST BLACKOUT PERIOD

Notwithstanding the stated expiry date of any option granted pursuant to this Option Plan, if that expiry date occurs, during a blackout period imposed under Dexterra's Insider Trading policies, the expiry date of the Option will instead be the fifth business day following the expiry of the blackout period, provided that such extended expiration date shall not in any event be beyond the later of (i) December 31 of the calendar year in which the Option was otherwise due to expire; and (ii) the 15th day of the third month following the month in which the Option was otherwise due to expire.

14. CLAWBACK

Notwithstanding anything to the contrary in this Option Plan, the Board may seek reimbursement of Options awarded to an officer of the Corporation pursuant to this Option Plan and any Common Shares issued upon exercise thereon, where: (a) the payment of such compensation was predicated on achieving certain financial results that were subsequently the subject of a substantial restatement of the Corporation's financial statements filed with any securities regulatory authority; and (b) the Board, in its discretion, determines that the officer engaged in gross negligence, intentional misconduct or fraud that caused or partially caused the need for the restatement.

15. WITHHOLDINGS AND TAX ELECTION

• (a) To the extent required under applicable law or regulation, the Corporation shall be entitled to take all reasonable and necessary steps, including the sale of any Common Shares issued upon the exercise of any Option granted under this Option Plan (other than a redemption or purchase for cancellation), or obtain all reasonable or necessary indemnities, assurances, payments or undertakings, to the sole satisfaction of the Corporation, to satisfy any tax remittance obligations of the Corporation to any taxing authorities arising in respect of any exercise of any Options granted under this Option Plan by the Corporation and the President of the Corporation shall be and is hereby appointed as the irrevocable attorney-in-fact for any person granted an Option under this Option Plan to take all such reasonable and necessary steps or sales of Common Shares issued upon the exercise of any Option including. The Corporation does not accept responsibility for the price obtained on the sale of such Common Shares; and
• (b) Optionees (or their beneficiaries) shall be responsible for all taxes with respect to any Options under this Option Plan or under any Option Agreement, whether arising as a result of the grant or exercise of Options or otherwise. The Corporation makes no guarantee or representation to any person regarding the tax treatment of Options or payments made under this Option Plan or any Option Agreement and none of the Corporation, or any of its officers, directors, employees or other representatives shall have any liability to an Optionee with respect thereto.

16. APPLICABLE LAW

This Option Plan shall be governed by, administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

17. GENDER

Wherever the singular or masculine or neuter is used in this Option Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

18. COSTS

The Corporation shall pay all costs of administering this Option Plan.

19. EFFECTIVE DATE

The effective date of this Option Plan shall be May 10, 2007 (revised as of March 21, 2023).