Dexterra : Information Circular, March 2024

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting ("Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Dexterra Group Inc. ("Dexterra") will be held on Wednesday, May 8, 2024 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, 2023 and the Auditor's report thereon;
2. to elect directors;
3. to appoint an auditor; and
4. 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/229327636. 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. Details on how to access the Meeting and proxy-relatedmaterials can be found in the Management Information Circular, accompanying this Notice of Meeting. Dexterra will be using the Notice-and-Accessmechanism 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.

Only Shareholders of record at the close of business on March 19, 2024 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- 489-5760or 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 GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 8, 2024

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 19, 2024, 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 General Meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Dexterra to be held on Wednesday, May 8, 2024 at 11:00 a.m. EST via live audio webcast at https://web.lumiagm.com/229327636 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 54-101Communications with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-AccessProvisions") 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 sedarplus.ca. 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 [e-mail].

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 22, 2024. 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/229327636.

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 "dexterra2024" (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 8, 2024, 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.

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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 6, 2024 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 MUSTsubmit an Instrument of Proxy appointing a proxyholder ANDregister that proxyholder by contacting TSX Trust Company by going to TSX Trust Company's website athttps://www.tsxtrust.com/control-number-requestto complete and submit the electronic form or by calling 1-866-751-6315(in North America) or 1-416-682-3860(outside North America) by 11:00 a.m. EST on Monday, May 6, 2024 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-incredentials 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/229327636 at least 15 minutes before the Meeting starts.

Step 2: Click "I have a control number" and then enter your control number and password "dexterra2024" (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, BUTonly if such Beneficial Shareholder has duly appointed themselves as proxyholder ANDhas 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

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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-requestto complete and submit the electronic form or by calling 1-866-751- 6315 (in North America) or 1-416-682-3860 (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-requestto complete and submit the electronic form or by calling 1-866-751- 6315 (in North America) or 1-416-682-3860 (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 at https://www.tsxtrust.com/control-number-requestto complete and submit the electronic form or by calling at 1-866-751-6315(in North America) or 1-416-682-3860(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/229327636 at least 15 minutes before the Meeting starts.

Step 2: Click "I have a control number" and then enter your control number and password "dexterra2024" (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 MUSTsubmit their Instrument of Proxy or voting instruction form (as applicable), appointing such proxyholder ANDregister that proxyholder online, as described below.

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Registering your proxyholder is an additional step to be completed AFTERyou 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 at https://www.tsxtrust.com/control-number-requestto complete and submit the electronic form or by calling at 1-866-751-6315 (in North America) or 1-416-682-3860 (outside North America) by 11:00 a.m. EST on Monday, May 6, 2024, 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/229327636 at least 15 minutes before the Meeting starts.

Step 2: Click "I have a control number" and then enter your control number and password "dexterra2024" (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 FORthe approval of the election of each of the nominees hereinafter set forth as directors of Dexterra, and FORthe appointment of PricewaterhouseCoopers LLP as Auditor of Dexterra. 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.

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VOTING IN ADVANCE OF THE MEETING

Voting by Internet

Shareholders may use the internet site at www.meeting-vote.comto 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-free1-888-489-5760 and follow the instructions. 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 19, 2024 (the "Record Date"), Dexterra had 64,147,229 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

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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			Common Shares Owned,			Percentage of Common
	Municipality of Residence			Controlled or Directed			Shares(2)
	Fairfax Financial Holdings Limited(1)	31,785,993	49.5%
	Toronto, Ontario
	Polar Asset Management Partners Inc.	7,770,133(3)	12.1%
	Toronto, Ontario

Notes:

1. Common Shares held by Fairfax Financial Holdings Limited and its affiliates.
2. Based on 64,147,229 issued and outstanding Common Shares as at March 19, 2024.
3. As of March 8, 2024, as reported to Dexterra by a senior 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, 2023 and December 31, 2022 and the Auditor's Report thereon. No vote by the Shareholders with respect to these matters is required. National Instrument 51-102Continuous 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 2023 together with the report of the auditor thereon and management's discussion and analysis of its financial condition and results of operations for 2023), any of its interim financial statements for periods subsequent to the end of Dexterra's 2023 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.comor on SEDAR+ at sedarplus.ca.

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.

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

Mark Becker	Tabatha Bull
Mary Garden	David Johnston
Simon Landy	Kevin D. Nabholz
Russell Newmark	R. William McFarland
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 8, 2024.

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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 12, 2024:

Since May 1, 2023 Mr. Becker has been the Chief Executive Officer of Dexterra and was elected to the Board of Directors on May 10, 2023. He joined the Corporation on August 22, 2018 as President Industrial Services and was appointed Chief Operating Officer on August 18, 2020. Prior to joining Dexterra, Mr. Becker held progressive executive positions with Husky Energy, Suncor Energy, and The Dow Chemical Company in Canada and the United States. Mr. Becker holds a Masters of Business Administration from the University of Alberta, a Bachelor of Science in Mechanical Engineering from the University of Saskatchewan, as well as an ICD.D designation from the Institute of Corporate Directors through the Rotman School of Management, University of Toronto. Mr. Becker also serves as an officer and director of various Dexterra subsidiaries.

Mark Becker

Skills and Experience

Age: 56

Calgary, AB, Canada

Facilities Management Expertise, Operational Expertise, General Canadian Business Expertise

Not Independent(9)

and Resources Expertise

Attendance at Meetings during

Fees

2023 Board/Committee Membership

Earned

2023(2)

in 2023(3)

Board

6 of 6 (100%)

Nil

Other Public Company Board

Public Board Interlocks

Memberships

None

None

Securities Held

Common

Percentage(4)

Total Market Value of

Shares

Common Shares(5)

63,860

0.1%

$353,784

Share Options Held

Value of In-the-

Date Granted

Expiry Date

Number Granted

Grant

Total

Money

Price

Unexercised

Unexercised

Share Options(6)

06/01/2020

05/31/2025

100,000

$3.05

100,000

$249,000

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

$11,022

05/12/2023

05/11/2028

41,045

$5.20

41,045

$13,955

01/08/2024

01/07/2029

224,310

$5.87

224,310

Nil

Cash Settled Performance Share Units (PSUs) Held

Date Granted

Expiry Date

Number Granted

Total

Value of PSUs(10)

Unvested

01/05/2022

01/05/2025

30,989

30,989

Nil

01/05/2023

01/05/2026

48,671

48,671

Nil

05/12/2023

05/12/2026

30,469

30,469

Nil

01/08/2024

01/08/2027

94,424

94,424

Nil

Cash Settled Restricted Share Units (RSUs) Held

Date Granted

Expiry Date

Number

Total

Value of

Granted

Unvested

RSUs(7)

01/05/2023

01/05/2026

11,232

7,488

$41,484

05/12/2023

05/12/2026

7,031

7,031

$38,952

01/08/2024

01/08/2027

47,212

47,212

$261,554

Voting Results of 2023 Annual

Votes For

Votes Withheld

Meeting(8)

50,368,684

99.90%

51,979

0.10%

9