DIRTT Environmental Solutions Ltd. — Proxy Solicitation & Information Statement 2020

Apr 27, 2020

2020 DIRTT Proxy Statement

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING

Our annual and special meeting of shareholders (the “Meeting”) will be held on Friday, May 22, 2020 at 11:00 a.m. (CT).

The Meeting will be held in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/175206342.

The Meeting will be held for the purposes of:

1. receiving the audited consolidated financial statements of DIRTT Environmental Solutions Ltd. (the “Company”) for the year ended December 31, 2019 and the independent registered public accounting firm’s report thereon;

2. electing the directors of the Company to serve until the 2021 annual meeting of shareholders or until their successors are duly elected or appointed;

3. appointing PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, at a remuneration to be fixed by the board of directors of the Company;

4. confirming and ratifying an amendment to the Amended and Restated By-Law No. 1 of the Company to provide for a minimum quorum of at least 33-1/3% of the outstanding common shares of the Company at meetings of shareholders (the “Common Shares”);

5. approving the Company’s 2020 Long Term Incentive Plan, which, if approved, replaces the Company’s current Performance Share Unit Plan and Amended and Restated Incentive Stock Option Plan; and

6. transacting such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

Only registered holders of Common Shares at the close of business on April 2, 2020, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, provided they are connected to the Internet and comply with all of the requirements set out in the Management Information Circular and Proxy Statement. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting. A shareholder who wishes to appoint a person other than the management nominees identified on their proxy card or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Management Information Circular and Proxy Statement and on the proxy card or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Trust Company of Canada, after submitting their proxy card or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a username to participate in the Meeting and only being able to attend as a guest.

The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular and Proxy Statement of the Company, which accompanies this Notice of Meeting.

Registered holders of Common Shares may vote their proxies by signing, dating and returning a proxy card or by using the Internet or telephone pursuant to the instructions on their proxy card. If your Common Shares are held in the name of a bank or broker, you may be able to vote on the Internet or by telephone. Please follow the instructions on the voting instruction form you receive. Voting by using the Internet or telephone, or by returning your proxy card or voting instruction form in advance of the Meeting, does not preclude you from attending the Meeting online.

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DIRTT ENVIRONMENTAL SOLUTIONS Ltd. | 2020 Proxy Statement

2020 DIRTT Proxy Statement

Your vote is important. Whether or not you expect to attend the Meeting, please vote over the Internet, by telephone or by completing and promptly returning the enclosed proxy card or voting instruction form so that your shares may be represented at the Meeting.

By order of the Board of Directors

(signed) “Charles R. Kraus”

Charles R. Kraus Senior Vice President, General Counsel & Corporate Secretary

April 21, 2020

DIRTT ENVIRONMENTAL SOLUTIONS Ltd. | 2020 Proxy Statement

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