Dexterra : Notice and Access Notification for the Annual and Special Meeting of Shareholders

DXT.TO

NOTICE-AND-ACCESS NOTIFICATION

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO:

SHAREHOLDERS OF DEXTERRA GROUP INC.

TAKE NOTICE that Dexterra Group Inc. ("Dexterra") is using the "notice-and-access" provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") to send to its beneficial holders and registered holders ("Shareholders") of common shares ("Common Shares") of Dexterra proxy-related materials relating to the Annual and Special Meeting (the "Meeting") of holders of Common Shares which will be held on the 7th day of May, 2025 at 10:00 a.m. EST via live audio webcast at https://web.lumiconnect.com/223882189.

As set forth in the Management Information Circular of the Corporation dated March 18, 2025 that has been prepared for the Meeting (the "Information Circular") and the Voting Instruction Form which accompanies this Notice-and-Access Notification, each of the following matters will be voted on at the Meeting:

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

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

WEBSITE ADDRESSES WHERE MEETING MATERIALS ARE POSTED

The Information Circular together with related materials have been posted and are available for review on Dexterra's profile on SEDAR+ at sedarplus.ca and its website at Dexterra.com. The Information Circular and related materials are also available at www.meetingdocuments.com/TSXT/dxt.

HOW TO OBTAIN PAPER COPIES OF MEETING MATERIALS:

Shareholders may request that paper copies of the Meeting materials be sent to them by contacting TSX Trust Company at 1-888-433-6443 or [email protected].

In order to allow Shareholders a reasonable time to receive paper copies of the Information Circular and related materials by mail and to vote their Common Shares, it is recommended that requests for meeting materials should be received on or before April 21, 2025. However, requests for Meeting materials may be made up to one year from the date the Information Circular was filed.

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

2

Registered Shareholders and Non-Objecting Beneficial Owners

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

VOTE USING THE

VOTE BY TELEPHONE

VOTE BY FAX

VOTE BY MAIL

INTERNET

www.meeting-vote.com

1-888-489-5760

1-416-595-9593

TSX Trust Company

You will need to provide your

(toll free Canada and US)

(toll free)

Attention: Proxy Department

13 digit Control Number,

You will need to provide

P.O. Box 721

which is found on the voting

your 13 digit Control

Agincourt, ON M1S 0A1

instruction form

Number, which is found on

the voting instruction form

Objecting Beneficial Owners

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

VOTE USING THE

VOTE BY TELEPHONE

VOTE BY MAIL

INTERNET

www.proxyvote.com

1-800-474-7493

Data Processing Centre

You will need to provide

(For French dial

P.O. Box 3700, Stn

your 16 digit Control

1-800-474-7501)

Industrial Park

Number, which is found on

You will need to provide

Markham, Ontario

the voting instruction form

your Control Number,

L3R 9Z9

which is found on the

voting instruction form

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

QUESTIONS AND ADDITIONAL INFORMATION

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

DATED at Toronto, Ontario this 18th day of March, 2025

BY ORDER OF THE BOARD OF DIRECTORS

signed "Christos Gazeas"

Christos Gazeas

EVP, Legal, General Counsel and Corporate Secretary

Disclaimer

Dexterra Group Inc. published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 20:23:29.040.