DIRTT Environmental Solutions Ltd. — Proxy Solicitation & Information Statement 2022

Mar 25, 2022

2022 DIRTT Proxy Statement

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING

Our annual and special meeting of shareholders (the “Meeting”) is scheduled to be held on Tuesday, April 26, 2022 at 10:00 am MDT. The Meeting is scheduled to be held in an in-person and virtual format, with the in-person format to be held at Marriott Residence Inn, 610 10th Avenue SW, Calgary, AB, and the virtual format to be conducted via live audio webcast online at meetnow.global/MG9D5AJ.

The Meeting will be held for the purposes of:

1. receiving the audited consolidated financial statements of DIRTT Environmental Solutions Ltd. (the “Company” or “DIRTT”) for the year ended December 31, 2021 and the independent registered public accounting firm’s report thereon;

2. electing the directors of the Company, each to serve until the 2023 annual meeting of shareholders or until his or her successor is duly elected or appointed (Proposal 1);

3. appointing PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, at a remuneration to be fixed by the board of directors of the Company (the “Board”) (Proposal 2);

4. approving an amendment to the Company’s articles of amalgamation to change the Company’s name to “DIRTT Inc.” (Proposal 3);

5. approving the Company’s 2022 Employee Share Purchase Plan (Proposal 4); and

6. approving the Company’s Shareholder Rights Plan (Proposal 5).

The Board recommends a vote “FOR” each of the director candidates named in the accompanying management information circular and proxy statement (the “Proxy Statement”) and a vote “FOR” each of Proposals 2, 3, 4 and 5. The Meeting is also being held to address certain matters set forth in a requisition (the “Requisition”) received from 22NW Fund, LP (“22NW”) on November 17, 2021 to reconstitute the Board. You may receive proxy solicitation materials from 22NW, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by 22NW or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, 22NW or any other statements that 22NW or its representatives have made or may otherwise make. Unless the Requisition is withdrawn, in order to give effect to the intent of the Requisition, shareholders will be able to vote for or withhold on 22NW’s director nominees in connection with the election of directors at the Meeting.

Only registered holders of common shares of the Company (“Common Shares”) at the close of business on March 7, 2022, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

DIRTT ENVIRONMENTAL SOLUTIONS Ltd. | 2022 Proxy Statement

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2022 DIRTT Proxy Statement

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting in person or virtually, ask questions and vote, provided they comply with all of the requirements set out in the Proxy Statement. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholders will be able to attend the virtual Meeting as guests but 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 BLUE proxy card or voting instruction form (including non-registered shareholders who wish to appoint themselves to attend) must carefully follow the instructions in the Proxy Statement and on the BLUE 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 BLUE proxy card or voting instruction form, in order to be able to attend the Meeting virtually. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving an invitation code to participate in the Meeting virtually and only being able to attend as a guest. Guests will be able only to listen to the virtual Meeting but will not be able to vote or ask questions.

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING SCHEDULED TO BE HELD ON APRIL 26, 2022

The Proxy Statement, the accompanying BLUE proxy card and the Company’s Annual Report to Shareholders (including its Annual Report on Form 10-K for the year ended December 31, 2021) are available free of charge at www.dirtt.com/investors. Information on this website, other than the Proxy Statement, is not part of the Proxy Statement.

Registered holders of Common Shares may vote their BLUE proxy cards by signing, dating and returning a BLUE proxy card or by using the Internet or telephone pursuant to the instructions on their BLUE 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 BLUE proxy card or voting instruction form in advance of the Meeting, does not preclude you from attending the Meeting in person or online.

If you have any questions about the information contained in the accompanying Proxy Statement, would like additional copies of the Proxy Statement or require any assistance in completing your BLUE proxy form, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-866-851-2743 (toll-free in North America) or at 1-416-867-2272 outside of North America, or by email at contactus@kingsdaleadvisors.com.

Your vote is important. Whether or not you expect to attend the Meeting in person or virtually, please vote over the Internet, by telephone or by signing, dating and promptly returning the enclosed BLUE proxy card or voting instruction form.

By order of the Board of Directors

(signed) “Charles R. Kraus”

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

March 24, 2022

DIRTT ENVIRONMENTAL SOLUTIONS Ltd. | 2022 Proxy Statement

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