PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED MARCH 7, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.     1))

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12§240.14a-12

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, — DATED MARCH 7, 2022APRIL 3, 2023

LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,Shareholder,

WeYou are at a pivotal moment incordially invited to attend the journey2023 annual meeting of shareholders (the “Meeting”) of DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) – and you can help to determine the Company’s future.

With a new and experienced Interim Chief Executive Officer in place and an active search for a suitable permanent Chief Executive Officer underway, the Company’s board of directors (the “Board”) remains focused on stabilizing and growing the Company. We believe the combination of a new permanent Chief Executive Officer and Todd Lillibridge, one of the most respected names in the healthcare real estate market, as Chair,, which will be a formula for success. With the changeheld in leadership has come a renewed energyperson and focus virtually at on cost discipline and our core business. In a short period, a number of accretive opportunities have been confirmed and are being delivered on by management and the Board.

We have a healthy balance sheet and, with appropriate oversight by management and the current Board, we believe this will allow us to return to profitability and realize the Company’s full potential.Tuesday, May 30, 2023.

The Board has already undertaken the following initiatives to enhance Company performance and shareholder value:

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION — DATED MARCH 7, 2022

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            ,        , 2023 atam MDT. The Meeting is scheduled to be held in an in-person and virtual format, with the in-person format to be held at and the virtual format to be conducted via live audio webcast online at .

The Meeting will be held for the purposes of:

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 (“Company’s Common Shares”)Shares at the close of business on March 7, 2022,, 2023, 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, in person or virtually, ask questions and vote, provided they are present in person or are present virtually, 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 proxyholdersproxyholder will be able to attend the virtual Meeting as guestsand ask questions, 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 a non-registered shareholdersshareholder who wishwishes to appoint themselves to attend) must carefully follow the instructions in the Management Information Circular and 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 BLUEproxy card or voting instruction form, in order to be able to attend the Meeting virtually.form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING SCHEDULED TO BE HELD ON                  , 2023

The Proxy Statement, Notice of Annual Meeting, the Boardrelated proxy card and the 2022 Annual Report to Shareholders are available free of Directors

(signed) “Charles R. Kraus”

Charles R. Kraus

Senior Vice President, General Counsel & Corporate Secretary

[Date]charge at www.dirtt.com/investors.

TABLE OF CONTENTS

v

vi

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, — DATED MARCH 7, 2022APRIL 3, 2023

PROXY STATEMENT FOR

20222023 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 26, 2022, 2023

at am MDT

GENERAL INFORMATION

This management information circular and proxy statement (this(the “Proxy Statement”), dated March 7, 2022, and accompanying BLUE proxy card are, is provided in connection with the solicitation of proxies by or on behalf of managementthe Board of Directors (the “Board”) of DIRTT Environmental Solutions Ltd. for use at the annual and special meeting of shareholders (the “Meeting”). In this Proxy Statement, “DIRTT,” the “Company,” “we,” “us” or “our” refer to DIRTT Environmental Solutions Ltd., and “you,” “your” and “shareholder” refer to the holders of common shares of the Company (“Common Shares”). The Meeting is scheduled towill be held on Tuesday, April 26, 2022,            ,            , 2023, ata.m. MDT for the purposes set forth in the Notice of Annual and Special Meeting. The approximate date on which this Proxy Statement and BLUE proxy card will be sent or given to shareholders is on or about                     , 2022.

The Meeting will be held in-person and virtually, with the in-person format to be held at and the virtual format to be conducted via live audio webcast online at . We are conducting a hybrid meeting this year due to the ongoing coronavirus (COVID-19) global pandemic. Our hybrid meeting format will enable our shareholders to participate in the Meeting regardless of their geographic location.

Registered shareholders and duly appointed and registered proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) may participate in the Meeting, submit questions and vote, either in person or virtually. vote. Non-registered (beneficial) shareholders who have not duly appointed and registered themselves as proxyholders may still attend the Meeting virtually as guests,and ask questions, but will not be able to vote or ask questions at the Meeting.

A shareholder who wishes See also “How to (i) appoint a person other than the management nominees identified on their BLUEproxy card or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) and (ii) vote on the BLUE proxy card or voting instruction form must carefully follow the instructions in this 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 (“Computershare”), after submitting their 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.Vote” below.

This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and applicable corporate and securities laws in Canada, and that is designed to assist you in voting your Common Shares.

This Proxy Statement contains detailed information on the matters to be considered at the Meeting, or any adjournment or postponement thereof. Please read this Proxy Statement carefully and remember to vote your Common Shares, either by proxy or online at the Meeting, or any adjournment or postponement thereof. Your vote is important.

The Company uses the notice-and-access process as its method of communication with shareholders for voting and proxy-related materials. Access to this Proxy Statement, Notice of Annual Meeting, the related proxy card and the 2022 Annual Report to Shareholders (collectively, the “Proxy Materials”) will be provided to our shareholders via the Internet, with paper copies free of charge upon request. Accordingly, on or about , we began mailing a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to shareholders entitled to vote at the Meeting containing instructions on how to access the Proxy Materials and how to vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper or e-mail copies of our Proxy Materials. In addition, shareholders of record may request to receive Proxy Materials in printed form by mail or electronically by e-mail on an ongoing basis for future shareholders meetings. We believe electronic delivery will expedite the receipt of the materials and will help lower the costs of our Proxy Materials. Please note that, while our Proxy Materials are available at the website referenced in the Notice of Internet Availability and on our website, no other information contained on either website is incorporated by reference into or considered to be a part of this document.

We are permitted under applicable securities laws to deliver a single Notice of Internet Availability to one address shared by two or more shareholders. This delivery method is referred to as “householding” and helps reduce our printing costs and postage fees. See “Other Matters – Householding” on page 67 of this Proxy Statement.

Unless otherwise indicated, references herein to “$” or “dollars” are expressed in U.S. dollars (US$), and references to Canadian dollars are noted as “C$” or “CAD $.” Unless otherwise stated, all figures presented in Canadian dollars and translated into U.S. dollars were calculated using the daily average exchange rate as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 31, 202130, 2022 of C$1.27771.3532 = US$1.00.

References in thisthe Proxy Statement, Notice of Annual and Special Meeting, the related BLUE proxy card and the 2021 Annual Report to ShareholdersMaterials to the “Meeting” also refer to any adjournments, postponements or changes in location or format of the Meeting, to the extent applicable.

i

SHAREHOLDERS’ FREQUENTLY ASKED QUESTIONS

The Meeting is being held to consider matters set forth in a requisition (the “Requisition”) delivered to the Company by 22NW Fund, LP (“22NW” or the “Dissident”) and to proceed with DIRTT’s annual and special meeting business. The business to be addressed at the Meeting is to:

The Board unanimously recommends that shareholders use the BLUE proxy card accompanying this Proxy Statement to vote as follows:

“FOR” the election of each of the Board’s director nominees:

		Charlie Chiappone				Michael T. Ford				Denise E. Karkkainen
		Shauna King				Todd W. Lillibridge				James (Jim) A. Lynch
		Diana R. Rhoten

“FOR” the appointment of 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;

“FOR” the approval of an amendment to the Company’s articles of amalgamation to change the Company’s name to “DIRTT Inc.”;

“FOR” the approval of the Company’s 2022 Employee Share Purchase Plan; and

“FOR” the approval of the Company’s Shareholder Rights Plan.

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages [20-40], and elsewhere in this Proxy Statement.

ii

Registered Shareholders

If you are a registered shareholder (i.e., shareholder of record), there are four ways to vote:

Your completed BLUE proxy card must be received by Computershare, or you must have voted by Internet or telephone, no later than , 20222023 at          a.m. MDT, or in the case of adjournment or postponement, not less than 48 hours (excluding Saturdays, Sundays or statutory holidays) prior to the time of the adjourned or postponed Meeting or any subsequent adjournment(s) or postponement(s) thereof. TheBLUE proxy card or any other instrument of proxy will not be valid for the Meeting, or any adjournment or postponement thereof, unless it is signed by you or your attorney (duly authorized in writing). The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you have any questions about the information contained in this Proxy Statement, or require any assistance in completing your BLUE proxy card, 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.

Non-Registered Shareholders

If you are a non-registered shareholder (i.e., beneficial owner), there are four ways to vote:

Voting by Management Proxy and Exercise of Discretion

The persons named in the enclosedBLUE proxy card (the “management proxyholders”) are directors or executive officers of the Company. You have the right to appoint another person (who need not be a shareholder) to represent you at the Meeting, or any adjournment or postponement thereof. To do so, insert the name of that person in the space provided in the BLUE proxy card.card and strike out the other names. Your Common Shares will be voted in accordance with your instructions indicated on the BLUE proxy card.

In the absence of such instructions, your Common Shares will be voted by the persons named in the enclosed BLUE proxy card as follows:

We know of no other matters to be submitted to a vote of shareholders at the Meeting. If any other matter is properly brought before the Meeting or any postponement or adjournment thereof, to the extent permitted by Rule 14a-4(c) of the Exchange Act, it is the intention of the persons named in the enclosed proxy to vote the Common Shares they represent in accordance with their best judgment on such matter. In order for any shareholder to nominate a candidate or to submit a proposal for other business to be acted upon at a given annual meeting, he or she must provide timely written notice to our Corporate Secretary in the form prescribed by our current by-laws and applicable law, as described under “Shareholder Proposals.”

Appointment of a Proxyholder and Registration for the Meeting

Shareholders who wish to appoint someone other than the management proxyholders as their proxyholder (including non-registered shareholders who wish to appoint themselves as proxyholder) to attend and participate at the Meeting in person or virtually as their proxy and vote their Common Shares on the BLUE proxy card or voting instruction form must submit their BLUE proxy card or voting instruction form, as applicable, appointing that person as proxyholder AND if the proxyholder will be attending virtually, register that proxyholder online. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form.

Registering your proxyholder. To register a proxyholder other than the management proxyholders, on the BLUE proxy card, shareholders must visit www.computershare.com/DIRTT by the voting deadline of , 20222023 at          a.m. MDT, or in the case of adjournment or postponement, not less than 48 hours (excluding Saturdays, Sundays or statutory holidays) prior to the time of the adjourned or postponed Meeting or any subsequent adjournment(s) or postponement(s) thereof, and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with an invitation codea username via email. Without this invitation code,username, proxyholders will not be able to participate or vote at the Meeting virtually but will be 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.

Attending and Participating at the Meeting

We are holding the Meeting in a hybridan in-person and virtual format, with the in-person format to be held at                      and shareholders willthe virtual format to be able to attend the Meeting in person or virtually.conducted via live audio webcast online at                     . Attending the Meeting virtually will still allowonline enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and duly appointed and registered proxyholders can vote at the appropriate times during the Meeting either in person or online.Meeting.

Guests who are attending virtually, including non-registered beneficial shareholders who have not duly appointed and registered themselves as proxyholder, can log in to the Meeting virtually as set out below. Guests can listen to the Meeting and ask questions, but are not able to vote or ask questions.vote.

Log in online at                     .We. We recommend that you log in at least 15 minutes before the Meeting starts. Click “Login” and then enter your control number or invitation codeusername and password                     (case sensitive).

OR

Click “Guest” and then complete the online form.

A “broker non-vote” occurs when a broker who holds its client’s common shares in street name submits proxies for such common shares but indicates that it does not have authority to vote on a particular matter. Generally, this occurs when brokers have not received any instructions from their clients.

Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting Common Shares for the broker’s client. Without specific instructions, U.S. brokers and their agents or nominees are prohibited from voting Common Shares for the broker’s client where a proposal is not “routine.” Even thoughFor the Common SharesMeeting, Proposals No. 1, No. 3 and No. 4 are listed on The Nasdaq Global Select Market, the rules of the New York Stock Exchange (“NYSE”) apply tonot considered “routine” proposals, and therefore, U.S. brokers that are NYSE members voting on matters being submitted to shareholders at the Meeting. Under the rules of the NYSE, if a proposal is routine, a broker holding sharescannot exercise discretionary authority regarding such proposals for a non-registered shareholder may vote on the proposal withoutowners who have not returned voting instructions. However, to the extent that 22NW providesProposal No. 2 is considered a proxy card to non-registered

Other Information

Interests of Certain Persons in MattersShareholder Questions During the Meeting

Our registered shareholders, duly appointed and registered proxyholders and guests will have opportunities to submit questions throughout the Meeting. We will answer as many submitted questions relating to the proposals to be Acted Upon

The Company’s directors, director nominees and certain of its executive officers are deemed to be participants invoted upon at the solicitation of proxies fromMeeting or about the Company’s shareholders in connection with the Meeting. Information regarding these directors, director nominees and executive officers, including their direct and indirect interests, by securities holdings or otherwise, is set forth in Appendix A to this Proxy Statement.Company generally as time permits.

Solicitation

This solicitation is being made by and on behalf of managementthe Board. The CompanyWe will pay the entire cost of solicitation of proxies, including preparation, assemblypreparing these Proxy Materials and mailing of this Proxy Statement, the BLUE proxy card, the Notice of Annual and Special Meeting and any additional information distributed to shareholders.soliciting your vote. We also will pay the Meeting expenses. In addition, proxies may be solicited by our directors, officers and other employees over the Internet or by telephone, fax, in person or otherwise. These individuals will not receive any additional compensation for assisting in the solicitation. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform tasks in furtherance of this solicitation. We may also request that intermediaries, brokerage firms, nominees, custodians and fiduciaries transmit proxy materialsProxy Materials to the non-registered holders, and we will reimburse them for their reasonable out-of-pocket expenses in transmitting such materials.

The Company has retained Kingsdale Advisors as our strategic shareholder advisor and proxy solicitation agent for the solicitation of proxies for the Meeting, or any adjournment or postponement thereof. The cost of Kingsdale Advisors’ services as proxy solicitation agent is estimated to be CAD $        , plus reasonable out-of-pocket expenses for proxy solicitation services.Kingsdale Advisors may also receive additional fees from the Company for other services. Kingsdale Advisors expects that approximately                      of its employees will assist in the solicitation. The parties’ engagement letter contains confidentiality, indemnification and other provisions that the Company believes are customary for this type of engagement.

The Company may also utilize the Broadridge QuickVote service to assist beneficial shareholders with voting their Common Shares over the telephone. In addition, Kingsdale Advisors may contact such beneficial shareholders to offer assistance with conveniently voting their Common Shares through the Broadridge QuickVote service. Broadridge will then tabulate the results of all the instructions received and provide the appropriate instructions respecting the Common Shares to be represented at the Meeting.

Our aggregate expenses, including legal fees for attorneys, accountants, public relations and other advisors, printing, advertising, postage, transportation, litigation and other costs incidental to the solicitation, but excluding (i) costs normally expended for a solicitation for an election of directors in the absence of a proxy contest and (ii) costs represented by salaries and wages of Company employees and officers, are expected to be approximately $        , of which $         has been incurred as of the date of this Proxy Statement.

Appendix A sets forth information relating to our directors, director nominees, as well as certain of our officers and employees who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors and director nominees of the Company or because they may be soliciting proxies on our behalf.

Receiving Meeting Materials as a Non-Registered Holder

The Company will not send proxy-related materials directly to non-objecting beneficial shareholders, and such materials will be delivered to non-objecting beneficial shareholders by the non-objecting beneficial shareholder’s intermediary. The Company intends to pay for the costs of an intermediary to deliver to objecting beneficial shareholders the proxy-related materials.

Questions

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the year ended December 31, 20212022 and the independent registered public accounting report thereon will be placed before the Meeting, or any adjournment or postponement thereof. No vote by the shareholders with respect to the audited consolidated financial statements is required. The audited consolidated financial statements were audited by PwC and approved by the Audit Committee of the Board. Copies of these materials may be obtained by shareholders upon request. These materials are also available on our website at www.dirtt.com, on the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov, and on SEDAR at www.sedar.com.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

At the Meeting, our shareholders will be asked to elect each of the seven director nominees identified below, (the “DIRTT Nominees”), each to serve until the close of our next annual meeting of shareholders or until his or her successor has been duly elected or appointed. All DIRTT Nomineesdirector nominees proposed for election as directors except for Charlie Chiappone are currently directors of the Company. All DIRTT Nomineesdirector nominees were recommended to the Board by the NominatingCorporate Governance and GovernanceCompensation Committee.

Our Board currently consists of seveneight members. Mr. Steven E. Parry, a current director of the Company, has announcedOn February 22, 2023, Cory Mitchell declared his intention not to stand for re-election at the Meeting. The Board is nominating Charlie Chiappone for election as a director at thethis year’s Meeting. As a result, the Board has set the number of directors comprising the Board at seven in accordance with the Company’s by-laws, effective immediately following completion of the Meeting. Accordingly, you may not vote by proxy or in person for a greater number of persons than seventhe nominees proposed for election as directors.

Additionally, see “Proposal No. 1 – Election of Directors – Majority Voting Policy” on page 1511 for information about the inapplicability of the Company’s Majority Voting Policy.

Except as set out below, none of the Company’s proposed directors have been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Other than as described below, none of the Company’s proposed directors: (a) is, at the date of this Proxy Statement, or have been, within 10 years prior to the date of this Proxy Statement, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, (b) has, within 10 years prior to the date of this Proxy Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer, as applicable, or (c) has been involved in any legal proceedings requiring disclosure under U.S. federal securities laws.

Ms. King wasMr. Shaun Noll (at the relevant time DBA as Stirling Capital Management) self-reported a directorviolation of Ignite Restaurant Group Inc. (“Ignite”)s. 25230 of the California Corporate Securities Law of 1968 (engaging in unlicensed investment advisor activity), arising as a restaurant company that operatedresult of the inadvertent non-payment of annual license dues. In or around March 2014, Mr. Noll entered into a portfolioSettlement Agreement with the Commissioner of restaurant brands, from August 2014Business Oversight of the State of California, under which Mr. Noll agreed to December 2017. On June 6, 2017, Ignitetake steps to comply with applicable laws relating to licensing as an investment advisor and certainto pay a nominal penalty of its wholly-owned direct$6,500. The penalty has been fully paid and indirect domestic subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas seeking relief under Chapter 11 of United States Bankruptcy Code. On August 29, 2017, Ignite completed the sale of certain assets to Landry’s Inc. pursuant to a sales order granted by the Bankruptcy Courtthere are no sanctions on August 17, 2017. Ms. King ceased to be a director of Ignite on December 19, 2017 pursuant to a confirmation order granted by the Bankruptcy Court on December 1, 2017.

PROPOSAL NO. 2 – APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has recommended that PwC be appointed as our independent registered public accounting firm for the fiscal year ended December 31, 2022,2023, and that the remuneration of PwC for such year be fixed by our directors.

At the Meeting, or any adjournment or postponement thereof, shareholders will be asked to appoint PwC to serve as our independent registered public accounting firm until the next annual meeting of shareholders at a remuneration to be fixed by the Board. PwC was first appointed as our independent registered public accounting firm effective June 9, 2017. Deloitte LLP served as our independent auditor prior to such time.

The Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent registered public accounting firm. The Audit Committee approved all services rendered by PwC in the fiscal year ended December 31, 2021,2022, in accordance with these policies.

In its review of non-audit services, the Audit Committee considers, among other things, the possible impact of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee has determined that the non-audit services performed by PwC in the fiscal year ended December 31, 2021,2022, were compatible with maintaining the independence of our independent registered public accounting firm. Additional information concerning the Audit Committee and its activities can be found in this Proxy Statement under “Corporate Governance.”

Representatives of PwC are expected to be present at the Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.

Audit and Related Fees

The following table sets out the fees for services provided to us by our independent registered public accounting firm for the years ended December 31, 20212022 and 2020.2021.

PROPOSAL NO. 3 – APPROVAL OF COMPANY NAME CHANGETHE COMPANY’S AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

On April 3, 2023, the Board unanimously approved and adopted the DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Plan (the “A&R LTIP”) to (i) increase the aggregate number of Common Shares reserved and available for issuance by 6,500,000 such that the total Common Shares reserved under the A&R LTIP would increase from 5,850,000 to 12,350,000 and (ii) to provide for the grant of deferred share units (“DSUs”) to directors who are not, apart from their position as a director, an employee of Company or any of its affiliates (“Eligible Directors”). At the Meeting, or any adjournment or postponement thereof,our shareholders will be asked to pass a special resolutionapprove the A&R LTIP, and if approved, the A&R LTIP will be effective on May 30, 2023. The Board unanimously recommends that our shareholders approve the A&R LTIP, including the reservation of 12,350,000 of our Common Shares thereunder.

BACKGROUND AND PURPOSE OF PROPOSAL

On April 17, 2020, the Board adopted the DIRTT Environmental Solutions Ltd. Long Term Incentive Plan (the “Name Change Resolution”“LTIP”), subject to shareholder approval, which was obtained on May 22, 2020. The LTIP replaced the Company’s predecessor incentive plans, being the Performance Share Unit Plan (the “PSU Plan”) authorizingand the Amended and Restated Stock Option Plan (the “Option Plan” and together with the PSU Plan, the “Prior Plans”). Any awards that remain outstanding under the Prior Plans are governed by the terms of the applicable Prior Plan and the terms of the award agreement pursuant to which such award was granted, as applicable. The A&R LTIP is an amendment and restatement of the LTIP.

The ability to grant share-based compensation is critical for meeting the Company’s articles of amalgamation to change our name from “DIRTT Environmental Solutions Ltd.” to “DIRTT Inc.” (the “Name Change”).

The Company is rebrandingcompensation objectives and repositioning to better capitalize on the growth opportunity for industrialized construction. We believe the new name will more accurately representenabling the Company todayto attract and going forward.

The Company will continue tradingretain highly-qualified employees, consultants and directors. DSUs have historically been granted to Eligible Directors under the symbol “DRTT” on The Nasdaq Global Select Market (“Nasdaq”Deferred Share Unit Plan for Non-Employee Directors (as amended and restated, the “DSU Plan”) and settleable only in cash. The A&R LTIP will give us the ability to settle DSUs in either cash or Common Shares, while consolidating future share-based awards under a single plan. The terms of the DSU Plan are otherwise materially unchanged as incorporated into the A&R LTIP. If the A&R LTIP is approved, no new awards will be made under the symbol “DRT”DSU Plan on or after the TSX.    

The Name Change will not affect the validity of currently outstanding share certificateseffective date of the Company, and shareholders will not be required to surrender or exchange any existing share certificates that they hold. Each existing share certificate reflectingA&R LTIP but awards previously granted under the current name of the CompanyDSU Plan will continue to be a valid share certificate, until such certificate is transferred, re-registeredgoverned by the DSU Plan and will continue to be credited Dividend Equivalent Rights (as defined below) under the DSU Plan. All future share-based awards, whether granted to employees, officers, consultants or otherwise exchanged.

Shareholder Approval

At the Meeting, or any adjournment or postponement thereof, shareholdersdirectors, will be asked to passgranted under the following Name Change Resolution:

“BE IT RESOLVED AS SPECIAL RESOLUTION THAT:

The Name Change Resolution must be approved by the shareholders at the Meeting.

The A&R LTIP also increases the number of Common Shares reserved and available for issuance thereunder, thus allowing us to continue to provide share-based compensation to our employees, consultants and directors, which is a vital element of our compensation program.

For additional information regarding share-based awards previously granted, please see Note 16 to our consolidated financial statements on Form two-thirds10-K for the year ended December 31, 2022 and the table included in this Proposal No. 3 below, entitled “Securities Authorized for Issuance Under Equity Compensation Plans.” As of March                , 2023, there were                 of our Common Shares outstanding. The closing price per Common Share on the Nasdaq as of March                , 2023 was U.S. $                 .

The proposed A&R LTIP is included as Appendix A to this proxy statement. If our shareholders approve this proposal, we intend to file, pursuant to the Securities Act of 1933, as amended, a registration statement on Form S-8 to register the additional Common Shares available for delivery under the A&R LTIP.

SUMMARY OF THE A&R LTIP

The following summary of the votes cast thereon at the Meeting in order for itA&R LTIP does not purport to be approved.

Persons Who May Participate in the A&R LTIP

Employees, officers, consultants and directors of the Company and its affiliates are eligible to receive awards under the A&R LTIP. Eligible individuals to whom an Award is granted under the A&R LTIP are referred to as “Participants.” As of March     , 2023, it is expected that the Company and its affiliates will have approximately      employees,      officers,      consultants and      non-employee directors who will be eligible to participate in the A&R LTIP. A consultant who is a Canadian resident may be required to provide services to the Company for a period of at least 12 months to be eligible to receive an Award. Only Eligible Directors may receive DSU awards.

Shares to be Offered

Subject to adjustment as described below, the aggregate number of our Common Shares reserved and available for issuance pursuant to the settlement, exercise or redemption of Awards under the A&R LTIP will be (i) 12,350,000, representing approximately     % of the Company’s outstanding Common Shares on a non-diluted basis (    % on a fully diluted basis) as of the Record Date, plus (ii) the number of our Common Shares subject to stock options granted under the Option Plan prior to the adoption of the 2022 ESPP may, likeLTIP on May 22, 2020 that, following May 22, 2020, expire or for any reason are canceled or terminated without having been exercised in full. For the Existing ESPP, (i) further alignavoidance of doubt, Common Shares withheld in payment of any exercise or purchase price or taxes related to a stock option granted under the interestsOption Plan will not become available for Awards under the A&R LTIP. The total number of our employees with our shareholdersCommon Shares that will be available for issuance upon the exercise of ISOs (as defined below) shall be 12,350,000. The A&R LTIP increases the 5,850,000 initial share reserve under the LTIP by providing employees a convenient and practical means by which employees may participate6,500,000 Common Shares. The proposed 6,500,000 increase in share ownershipCommon Shares represents approximately     % of the Company, (ii) retain and motivate existing employees, thus driving further shareholder benefits from the increased employee retention, and (iii) be useful in attracting new employees. However, the 2022 ESPP will also offer the Company greater flexibility than is available under the Existing ESPP, by allowing the Company to issue to participants in the 2022 ESPP ourCompany’s outstanding Common Shares from treasury, in addition to purchasing our Common Shares in the market.

If the 2022 ESPP is not approved by our shareholders, the Existing ESPP will be terminated effective June 30, 2022.

Summary of Material Features of the 2022 ESPP

The following ison a summary of the material features of the 2022 ESPP. This summary is qualified in its entirety by reference to the full text of the 2022 ESPP. You are urged to read the text of the 2022 ESPP in its entirety.

Purpose

The purpose of the 2022 ESPP is to advance the interests of the Company and our shareholders by providing eligible employees of the Company and our designated subsidiaries with opportunities to acquirenon-diluted basis (    % on a proprietary interest in the Company by purchasing our Common Shares through payroll deductions. The 2022 ESPP is intended to qualify, with respect to Canadian participants, as an “employee savings or thrift plan” for purposes of the ITA and, with respect to U.S. participants, as an “employee stock purchase plan” under Section 423 of the Code.

Effective Date

The 2022 ESPP is effectivefully diluted basis) as of the date it is approved byRecord Date. The share recycling and counting provisions, including clause (ii) in this paragraph, are the same in the A&R LTIP and the LTIP.

As of the Record Date, [A] stock options previously granted under the Option Plan and outstanding on May 22, 2020 expired or were canceled or terminated without having been exercised in full, resulting in [A] additional Common Shares, representing approximately     % of the Company’s shareholders.

Administration

The 2022 ESPP is administered by our Compensation Committee (or such other committee as may be designated by our Board)outstanding Common Shares on a non-diluted basis (    % on a fully diluted basis), orbeing reserved and available for issuance of Awards pursuant to clause (ii) in the absence of such committee, the Board. The administrator has the authority to take all necessary or appropriate actions in connection with the administrationpreceding paragraph. As of the 2022 ESPP. All decisions, determinations and interpretations byRecord Date, a total of [B] stock options, representing approximately     % of the administrator regarding the 2022 ESPP and any rules and regulations thereunder are final and bindingCompany’s outstanding Common Shares on all participants, beneficiaries, and other persons holding or claiming rightsa non-diluted basis (    % on a fully diluted basis), remain outstanding under the 2022 ESPP.

Share Pool

Option Plan. Thus, if all stock options outstanding as of the Record Date were to expire or be canceled or terminated without having been exercised in full, a maximum of [B] additional Common Shares could become available for new Awards under the A&R LTIP in the future. Accordingly, the maximum number of Common Shares that could become issuable under the A&R LTIP, if approved, would be [12,350,000 + A + B] (being the initial share reserve of 5,850,000, plus the increase in share reserve of 6,500,000, plus the [A] Common Shares reserved and made available for issuance pursuant to clause (ii) in the preceding paragraph prior to the Record Date, plus the [B] Common Shares that could become available for issuance on the expiry, termination or cancellation of outstanding stock options, as described above). The maximum number of Common Shares that could become issuable under the LTIP if the A&R LTIP is not approved would be [preceding number minus 6,500,000].

As of the Record Date, a total of [C] Common Shares have been issued as Share Awards or in settlement of time or performance-based RSUs under the LTIP. A total of [D] Common Shares are subject to outstanding time-based RSUs and [E] Common Shares are subject to outstanding performance-based RSUs, collectively representing approximately     % of the Company’s outstanding Common Shares on a non-diluted basis (    % on a fully diluted basis). No other equity awards are outstanding under the LTIP as of such date. Thus, as of the Record Date there were [5,850,000 + A – C- D - E] Common Shares available for issuance under the LTIP that were not subject to outstanding Awards (being the initial share reserve of 5,850,000 Common Shares, plus the [A] Common Shares reserved and available for issuance pursuant to the expiration, cancellation or termination of stock options as described above, less the [C] Common Shares issued as Share Awards or in settlement of time or performance-based RSUs, less the [D+E] Common Shares subject to outstanding RSUs), representing approximately     % of the Company’s outstanding Common Shares on a non-diluted basis (    % on a fully diluted basis).

If an Award granted under the A&R LTIP is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without the actual delivery of our Common Shares, any shares subject to such Award will again be available for new Awards under the A&R LTIP. Any Common Shares withheld or surrendered in payment of any taxes relating to Awards will not again be available for new Awards under the A&R LTIP unless such Award is an Option or SAR, in which case such withheld or surrendered Common Shares will again be available for new Awards under the A&R LTIP. In addition, any Common Shares withheld or surrendered in payment of any exercise or purchase price of Options or SARs will again be available for new Awards under the A&R LTIP.

Subject to stock exchange requirements, including stock exchange approval, as applicable, certain Awards granted in substitution or exchange for awards previously granted by a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines will not reduce the Common Shares authorized for issuance under the A&R LTIP, nor shall shares subject to such Awards be added to the Common Shares available for issuance under the A&R LTIP if such Awards are later cancelled, forfeited or otherwise terminated.

Our Common Shares issued under the A&R LTIP may come from authorized but unissued shares, or (except in the case of Options granted to Canadian taxpayers) from our previously issued Common Shares reacquired by the Company, including shares purchased on the open market.

Compensation Limits

The maximum number of our Common Shares underlying or relating to Awards which may be deliveredgranted to participantsany one Participant under the 2022 ESPP is equal to 5,500,000A&R LTIP in any calendar year will not exceed 10% of our total issued and outstanding Common Shares. Furthermore, under the A&R LTIP and all of the Company’s other security-based compensation arrangements, the maximum number of our Common Shares (representing approximately 6.4%issuable to insiders pursuant to outstanding Awards at any time will not exceed 10% of our total issued and outstanding Common Shares. Under the A&R LTIP and all of the Company’s other security-based compensation arrangements, in any one year period, the maximum number of our Common Shares issued to insiders will not exceed 10% of our total issued and outstanding Common Shares.

The aggregate number of our Common Shares issuable pursuant to outstanding Awards under the A&R LTIP to non-employee directors of the Company will be limited to 1% of our total issued and outstanding Common Shares provided that the value of all Options issuable in any one year period under the A&R LTIP to any one non-employee director of the Company will not exceed CAD $100,000, and the value of all Awards issuable in any one year period under the A&R LTIP to any one non-employee director will not exceed CAD $150,000, in each case, not including any Awards issued or taken in lieu of cash fees or a one-time initial grant to a new director upon joining the Board.

Minimum Vesting Period

The Compensation Committee shall not grant Awards with a vesting schedule that provides for full or partial vesting less than one year after the date of grant; provided, however, that (i) the Committee may grant Awards with a vesting schedule that provides for full or partial vesting less than one year after the date of grant so long as at December 31, 2021), subjectsuch Awards do not constitute more than 5% of the number of our Common Shares available for issuance under the A&R LTIP, (ii) Awards may vest upon death, termination of employment or a Change of Control, and (iii) this limitation will not apply to adjustmentDSUs or to certain Awards granted in accordancesubstitution or exchange for awards previously granted by a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines.

Administration

The Compensation Committee will administer the A&R LTIP (the “Administrator”). Subject to the terms of the 2022 ESPP.A&R LTIP and applicable law, the Administrator has broad authority to select Participants to receive Awards, determine the types and amounts of Awards and terms and conditions of Awards, modify, waive, or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, and interpret and administer the A&R LTIP. Subject to applicable law, the Administrator is also authorized to interpret the A&R LTIP, to establish, amend and rescind any rules and regulations relating to the A&R LTIP, to delegate duties under the A&R LTIP to one or more officers or managers of the Company or its affiliate, and to make any other determinations that it deems necessary or desirable for the administration of the A&R LTIP. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the A&R LTIP in the manner and to the extent the Administrator deems necessary or desirable.

Awards Under the A&R LTIP

Options

An Option represents a right to purchase our Common Shares issued or delivered underat a fixed exercise price. The Company may grant Options to eligible persons including: (i) ISOs which comply with the 2022 ESPPrequirements of Section 422 of the Code; and (ii) Nonstatutory Options. Except in limited circumstances, the exercise price for an Option must not be less than the fair market value per Common Share as of the date of grant (or at least 110% of the fair market value for certain ISOs), nor may the Option be repriced without the prior approval of our shareholders. Options may be sharesexercised as the Administrator determines, but not later than ten years from the date of grant (or five years from the date of grant for certain ISOs). Consistent with the applicable terms of the A&R LTIP, the Administrator determines the methods and form in which payment of the exercise price of an Option may be made and the methods and forms in which our Common Shares will be delivered to a Participant, provided that areall Options granted to “Canadian Participants” (as defined in the A&R LTIP) will generally be exercisable only for authorized and unissued or Common Shares purchasedfrom treasury. The Administrator may decide to accept any of the following forms of payment for the exercise price: cash or cash equivalents, Common Shares (including previously owned Common Shares or through a cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of Common Shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any affiliate, other property, or any other legal consideration the Administrator deems appropriate. In the case of an exercise whereby the exercise price is paid with Common Shares, such Common Shares shall be valued based on the Common Shares’ fair market value (as defined in the A&R LTIP) as of the date of exercise.

SARs

A SAR is the right to receive an amount equal to the excess of the fair market value of one Common Share on the date of exercise over the grant price of the SAR, payable in either cash or our Common Shares or any combination thereof as determined by the “Employer” (as defined in the A&R LTIP). Except in limited circumstances, the grant price for a SAR must not be less than the fair market value of a Common Share on the date of grant. No SAR may have a term of more than ten years and any SAR granted to a Canadian Participant will have a term extending not later than December 15th of the calendar year in which such SAR becomes vested and exercisable. A SAR granted in connection with an Option will entitle a Participant, upon exercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (i) the difference obtained by subtracting the exercise price with respect to a Common Share specified in the related Option from the fair market value of a Common Share on the date of exercise of the SAR, by (ii) the number of Common Shares as to which that SAR has been exercised. The Option will then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option will be subject to the terms and conditions of the award agreement governing the Option, which will provide that the SAR is exercisable only at such time or times and only to the extent that the related Option is exercisable and will not be transferable except to the extent that the related Option is transferrable.

Restricted Share Units

A Restricted Share Unit represents a future conditional right to receive a cash payment equal to the fair market value of a Common Share on a specified date as determined by the Administrator, or, at the Company’s discretion, its equivalent in Common Shares (or a combination of cash and Common Shares), provided that, for Canadian Participants, such specified date is on or before that date which is three years

following the open market on behalfend of the relevant year of service of the Participant in respect of which the Restricted Share Unit was granted. Restricted Share Units granted to U.S. taxpayers will be settled no later than 70 days following vesting unless otherwise specified in the applicable participant. Whereaward agreement. Unless otherwise provided in the applicable award agreement, Dividend-Equivalent Rights will accrue, in the form of additional Restricted Share Units, with respect to each Restricted Share Unit if any cash dividends are paid following grant and before settlement. Such additional Dividend-Equivalent Rights accrued in the form of Restricted Share Units will be subject to the same terms and conditions as the underlying Restricted Share Units.

Restricted Shares

An award of Restricted Shares is a grant of our Common Shares are acquiredsubject to a risk of forfeiture, restrictions on transferability and any other conditions or restrictions imposed by the open market,Administrator in its discretion. Except as otherwise provided under the Companyterms of an award agreement, the holder of Restricted Shares will generally have rights as a shareholder, including the right to receive dividends on our Common Shares subject to the award of Restricted Shares during the restriction period and, subject to approval of the stock exchange, the right to vote our Common Shares subject to the award of Restricted Shares. Our Common Shares distributed in connection with a share split or share dividend and other property (including cash) distributed as a dividend will be responsible for fundingsubject to restrictions and a risk of forfeiture to the difference betweensame extent as the acquisition cost ofRestricted Shares with respect to which such Common Shares and the option price payable from the participant’s contributions. In the event of certain changesor other property has been distributed. As a condition to the Company’s capitalization,grant of an Award of Restricted Shares, the administrator hasAdministrator may allow a Participant to elect, or may require, that any cash dividends paid on a Restricted Share be automatically reinvested in additional Restricted Shares, applied to the authoritypurchase of additional Awards or deferred without interest to equitably adjust the number and kinddate of vesting of the associated Award of Restricted Shares.

Share Awards

The Administrator may grant vested Common Shares available for deliveryas a Share Award to a Participant as a bonus, as additional compensation, or in lieu of cash compensation any such Participant is entitled to receive, in such amounts and subject to such other terms as the Administrator determines is appropriate.

Other Share-Based Awards and Cash Awards

The Administrator is authorized to grant to Participants Other Share-Based Awards that may be denominated in or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, our Common Shares on such terms and conditions as the Administrator deems appropriate. In addition, the Administrator is authorized to grant Cash Awards on a free-standing basis, as an element of, or a supplement to, or in lieu of any other Award under the 2022 ESPP,A&R LTIP on such terms and conditions as the maximum number of shares each participantAdministrator deems appropriate.

Deferred Share Units

DSUs may purchase during an offering period, andbe granted only to Eligible Directors. A DSU represents a future right to receive a cash payment equal to the number of shares and the exercise price applicable to outstanding options granted under the 2022 ESPP. As of February 15, 2022, the closing pricefair market value of a Common Share was $1.74.on (or within ten days following) the redemption date, or, at the Company’s discretion, its equivalent in Common Shares (or a combination of cash and Common Shares).

Eligibility and Participation

EmployeesUnless otherwise determined prior to the commencement of a particular year by the Board, Eligible Directors will be credited on a quarterly basis for 100% of their annual retainer for the year in the form of DSUs. If the Board determines to satisfy less than 100% of the Companydirectors’ annual retainer in DSUs, the director may elect, irrevocably and our designated subsidiaries (other than employees whose customary employment is 20 hours or less per week) may generally electin advance, to participatereceive up to 100% of their annual retainer (and other amounts such as committee fees which are not included in the 2022 ESPPannual retainer) in the form of DSUs. The number of DSUs granted quarterly is determined by submitting a participation form authorizing payroll deductions todividing the Company withinvalue of the time period specifiedapplicable retainer for that quarter by the administratorfair market value of a Common Shares on the grant date. DSUs granted in lieu of retainers or fees are fully vested at grant. The Board may, in its discretion, award additional DSUs (not in lieu of a retainer or fee) to non-employee directors on such terms and in accordance with the instructions in such form. If the 2022 ESPP is approved by the Company’s shareholders, the Company expects that approximately 900 employeesconditions as of July 1, 2022 would be eligibleit determines, including as to participatevesting.

Unless otherwise provided in the 2022 ESPP.

Payroll Deductions

A participant may electapplicable award agreement, Dividend-Equivalent Rights will accrue, in the form of additional DSUs, with respect to have payroll deductions withheld from his or her eligible compensation on each payroll date during an offering periodDSU if any cash dividends are paid following grant and before settlement. Such additional Dividend-Equivalent Rights accrued in amounts equal to or greater than 1% but not in excessthe form of 10% of eligible compensation,DSUs will be subject to the provisions ofsame terms and conditions as the 2022 ESPP. Subjectunderlying DSUs.

Upon a non-employee director ceasing to certain restrictions, participants may terminate their participation in the 2022 ESPP during an offering period, and may increase or decrease the amount of payroll deductions forbe a subsequent offering period, by filing an amended participation form with the Company within the time period specified by the administrator and in accordance with the instructions in such form. Payroll deductions may be made only in whole percentages. Payroll deductions will be withheld by the Company or a designated subsidiary net of any applicable withholding taxes or other source deductions and credited to a notional account established under the 2022 ESPP for the participant. The funds represented by such notional accounts will not be segregated and will be held as part of the Company’s or designated subsidiary’s general assets for the benefit of the participant (as beneficial owner of such funds) until they are used to purchase Common Shares in accordance with the 2022 ESPP. Aside from the contributions made by a participant through his or her payroll deductions, no separate cash contributions may be made by such participant to his or her notional account or to the 2022 ESPP. No interest or other compensation will accrue on any payroll deductions held under the 2022 ESPP and any amounts refunded to a participant will be refunded without interest or other compensation.

Restriction on Participation

No participant will be granted an option to purchase Common Shares under the 2022 ESPP if: (i) immediately after such grant, the participant (or any other person whose share ownership would be attributed to such participant pursuant to Section 424(d) of the Code) would own shares (including any shares that the participant may purchase under outstanding options under the 2022 ESPP or any other equity plan of the Company) possessing 5% or more of the total combined voting power or value of all classes of sharesdirector of the Company, or any of its subsidiaries;affiliates, as a result of death, retirement or (ii) the participant’s rights to purchase Common Shares underotherwise, all “employee stock purchase plans” (within the meaning of Section 423DSUs held by such non-employee director shall be settled within ten days of the Code)director’s redemption date, which is defined as (i) the date elected by the non-employee director but in no event earlier than the date the director ceases to be a director of the Company or any of its affiliates and its subsidiaries would accrue atno later than December 15 of the year following the year in which a rate which exceeds $25,000non-employee director ceases to be a director or (ii) in the case ofnon-employee directors subject to the United States Internal Revenue Code of 1986, the 30th day from their “Separation from Service”, as defined in the A&R LTIP. If the Company elects to settle a DSU in cash, the non-employee director shall receive a cash payment equal to the number of DSUs multiplied by the fair market value of a Common Share on the redemption date.

Other Provisions

Dividends and Dividend Equivalents

Any dividend, or Dividend-Equivalent Right, credited with respect to any Award other than a Share Award (which is an Award of fully vested Common Shares) will be subject to the same time and/or performance based vesting conditions (if any) applicable to such Award and will, if vested, be delivered or paid at the same time as such Award.

Fair Market Value

Under the A&R LTIP, the fair market value of a Common Share, Restricted Share or Restricted Share Unit, including for purposes of establishing the exercise price of an Option and the grant price of a SAR, will be equal to the closing sale price of our Common Shares, (determinedas reported by the principal stock exchange (as described below) on the day immediately preceding the specified date (or if no sales occur on such date, on the last preceding date on which such sales of Common Shares are so reported). If the Common Shares did not trade, then the fair market value will be determined by the Administrator, acting reasonably, using any other appropriate method selected by the Administrator and compliant with applicable laws. If our Common Shares are traded on more than one stock exchange, the fair market value will be determined by looking at the timeclosing price of the optionprincipal stock exchange upon which has occurred the greatest trading volume of the Common Shares for the six months (or, to the extent the Common Shares have not been listed, admitted to trading, posted for trading, or quoted upon for at least six months, the next longest period since the Common Shares were initially listed, admitted to trading, posted for trading, or quoted upon) prior to the date of reference provided, however, that to the extent deemed necessary or appropriate, the Administrator may identify which stock exchange’s price to utilize so long as such determination is granted)made in accordance with applicable law.

Tax Withholding

The Company and any of its affiliates have the right to deduct or withhold from any Award granted, any payment due or transfer made under any Award or under the A&R LTIP, or from any compensation or other amount owing to a Participant, or require payment or reimbursement from a Participant in respect of, such amounts as may be necessary so as to ensure the Company and its affiliates comply with any applicable law relating to the withholding of tax or other required deductions. The Administrator will determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, our Common Shares (including through delivery of previously owned Common Shares, other than, in the case of a Canadian Participant, Common Shares previously issued upon the exercise of an Option within the preceding 24-month period), net settlement, a broker-assisted sale or other cashless withholding or reduction of the amount of Common Shares otherwise issuable or delivered pursuant to the Award, other property or any other legal consideration the Administrator deems appropriate.

Adjustments as a Result of Restructuring

In the event of certain equity restructuring events, the Administrator will equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the A&R LTIP, (ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or exercise price of Awards and performance criteria, as applicable, and (iv) the applicable share-based limitations with respect to Awards provided in the A&R LTIP, in each calendar yearcase to equitably reflect such equity restructuring event.

Adjustments as a Result of Recapitalization

In the event that the Administrator determines that any dividend or other distribution, recapitalization, share split, share dividend, reverse share split, reorganization, merger, consolidation split-up, spin-off, combination, repurchase, exchange of our Common Shares or other securities of the Company, issuance of warrants or other rights to purchase our Common Shares or other securities of the Company or other similar corporate transactions or events that affects our Common Shares, such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the A&R LTIP and any Awards granted under the A&R LTIP, then the Administrator may equitably adjust any or all of: (i) the number and kind of our Common Shares or other securities which thereafter may be made the option issubject of Awards; (ii) the number and kind of our Common Shares or other securities subject to outstanding atAwards; (iii) the fair market value or the grant or exercise price with respect to any time. TheAward or make provision for a cash payment to the holder of an outstanding Award; and (iv) the share-based limitations with respect to Awards issuable to insiders and directors provided in the A&R LTIP; provided, however, that the number of Common Shares that maysubject to any Award denominated in Common Shares will always be purchased by a participant during an offering period maywhole number.

Vesting Provisions of Awards and Termination of Employment

Except as provided in the section immediately below, the vesting provisions of the Awards, including treatment upon a termination of employment, will be specified in each Participant’s applicable award agreement and are not exceed the maximum number of shares that may be purchased without exceeding the $25,000 limit described in this paragraph. Participants will not be permitted to assign any of their benefitsspecified under the 2022 ESPP.A&R LTIP.

Insider Participation LimitsChange of Control

During any six-month period,In the aggregate numberevent of Common Shares that may be issued to insidersa Change of Control (as defined byin the rulesA&R LTIP), any successor entity will assume any outstanding Awards or will substitute similar Awards for the outstanding Awards, on the same terms and conditions as the original Awards. Unless otherwise provided in the applicable award agreement, if, upon a Change of Control, the successor entity does not comply with such provision of the TSX) underA&R LTIP, the 2022 ESPP and any private placementvesting of all then outstanding Awards will not exceed 10% of our issued and outstanding Common Shares, as determined on a non-diluted basisbe accelerated in full with effect immediately prior to the first issuanceChange of Control (vesting for performance-based Awards will be calculated based on target performance through the date of the transaction), and (i) a Participant will be permitted to conditionally exercise any or all of the Participant’s outstanding Options and SARs effective immediately prior to the completion of such transaction, (ii) the settlement date for all outstanding Restricted Share Units shall be deemed to be the date immediately

prior to the occurrence of the Change of Control, and (iii) all Restricted Shares shall become fully transferable Common Shares effective immediately prior to the completion of any such transaction constituting the Change of Control, in each case, for the sole purpose of participating in such transaction as a shareholder. Unless otherwise provided in the applicable award agreement, if, within 12 months following the Change of Control, a Participant’s service, consulting relationship or employment is terminated by the Company, its affiliates or the successor entity without “Cause” or the Participant resigns from his or her employment with the Company, its affiliates or the successor entity for “Good Reason” (each quoted term as defined in the A&R LTIP), then the vesting and exercisability of all Awards held by such Participant will be accelerated in full and the expiration date of any Options and SARs held by such Participant will be the 60th day following such Participant’s termination date.

Substitution Following a Transaction

Awards may be granted under the 2022 ESPP and any private placementA&R LTIP in substitution for awards held by individuals who become Participants as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with us or an affiliate. Such substituted Awards referred to in the immediately preceding sentence that are Options or SARs may have an exercise price or grant price that is less than the fair market value of one of our Common Shares duringon the date of the substitution if such six-month period.substitution complies with applicable laws and stock exchange rules.

WithdrawalAmendment and Termination of EmploymentA&R LTIP

SubjectThe Board may amend, alter, suspend, discontinue or terminate the A&R LTIP or any Award without the consent of any shareholder, Participant, other holder or beneficiary of an Award or other person; provided, however, that, subject to the Company’s rights to adjust Awards in connection with certain restrictions, participants may withdraw from participating inrecapitalizations, restructurings, and related transactions as described above, no such amendment, alteration, suspension, discontinuation or termination that would impair the 2022 ESPP atrights of a Participant or holder or beneficiary under any time by submitting a withdrawal notice withinAward previously granted, will not to that extent be effective without the time period specified byconsent of the administrator. As soon as administratively practicable thereafter, all payroll deductions forParticipant or holder or beneficiary of an Award. Further, without the withdrawing participant will cease for the then-current offering period and any subsequent offering periods. Payroll deductions that have accumulated for the participant prior to withdrawalapproval of shareholders, no amendment, alteration, suspension, discontinuation or termination will be refunded (without interest). A withdrawing employee may generally participate in a subsequent offering period ifmade that would: (i) increase the employee continues to meet the eligibility requirements and submits a valid participation form to the Company within the time period specified by the administrator and in accordance with the instructions in such form. Generally, in the event of a participant’s termination of employment for or without cause, all payroll deductions and rights to purchase Common Shares granted to the participant will immediately cease, and the amount of any accumulated payroll deductions will be refunded (without interest) to the participant.

Offering Periods

Unless the administrator determines otherwise before the beginning of the applicable offering period, offering periods will have a duration ofthree months, provided that offering periods will not exceed 12 months.

Grant and Exercise of Option

Subject to the restrictions in the 2022 ESPP, participants will be granted an option to purchase Common Shares on the first business day of each offering period, with such option to be automatically exercised on the last business day of such offering period to purchase a wholetotal number of our Common Shares determined by dividingavailable for Awards under the accumulated payroll deductionsA&R LTIP, (ii) amend any outstanding Option or SAR to reduce its exercise price, extend its term beyond the original term set forth in the participant’s notional accountapplicable award agreement or take any other action that would be considered a repricing under the applicable stock exchange listing standards, (iii) remove or exceed the insider participation limits, (iv) increase the non-employee director compensation limits, (v) have the effect of amending the section of the A&R LTIP that enumerates what actions require approval of shareholders, (vi) modify or amend the provisions of the A&R LTIP in any manner that would permit Awards to be transferable or assignable in a manner other than as currently provided in the A&R LTIP, (vii) change eligible Participants under the A&R LTIP, which would have the effect of broadening or increasing insider participation, or (viii) otherwise cause the A&R LTIP to cease to comply with any tax or regulatory requirement. Without limiting the generality of the preceding sentence, shareholder approval will not be required for any of the following types of amendments: (a) amendments for the purpose of curing any ambiguity, error, or omission in the A&R LTIP or Award or to correct or supplement any provision of the A&R LTIP or Award that is inconsistent with any other provision of the A&R LTIP or Award; (b) amendments necessary to comply with applicable laws; (c) amendments of a “housekeeping” nature; (d) amendments intended to comply with changes in tax or regulatory requirements; or (e) a change to the termination provisions of Awards which does not entail an extension beyond the original expiry date of such Award.

Limitations on such exercise dateTransfer of Awards

Participants may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber any Award, other than a Share Award, except by will or the laws of descent or by the designation of a beneficiary. Each Award, and each right under any Award, will only be exercised by a Participant during that Participant’s lifetime (or, if permissible under applicable exercise price. The exercise price is equallaw, by the Participant’s guardian or legal representative) or by the person to 85%whom the Participant’s rights pass by will or the laws of descent or by the volume-weighted average trading pricedesignation of a beneficiary. However, notwithstanding these restrictions, a Participant may assign or transfer an Award, other than an ISO, pursuant to a court authorized or approved domestic relations order. All of our Common Shares subject to an Award and evidenced by a share certificate will contain a legend referencing the restrictions on the transferability of the Common Shares as reflectedpursuant to the terms of the A&R LTIP. If Common Shares are issued in book entry form, a notation to the same restrictive effect will be placed on the TSX overtransfer agent’s books in connection with such Common Shares.

Clawback

All Awards under the final five trading daysA&R LTIP will be subject to any written clawback policy adopted by the Company, as in effect from time to time.

Term of the offering period.A&R LTIP

If our shareholders approve this proposal, the A&R LTIP will become effective as of the date of the Meeting. Unless earlier terminated by action of the Board, the A&R LTIP will terminate on the tenth anniversary of the Meeting. Awards granted before the termination date of the A&R LTIP will continue to be effective according to their terms and conditions.

Fractional Common Shares purchased during an offering period will be delivered to the participant in an account established for the participant (or, if applicable, the participant’s registered retirement savings plan or tax free savings account) at a brokerage firm or other financial serviced firm selected by the Administrator as soon as administratively practicable after the end of the offering period and any Common Shares will be immediately vested in and become the property of such participant.

No fractional Common Shares will be purchased. Any accumulated payroll deductions not used to purchase shares will generally be refunded (without interest)issued or delivered pursuant to the participant following the offering period, except that, at the discretionA&R LTIP or any Award thereunder. The Administrator will determine whether cash, other securities or other property will be paid or transferred in lieu of the administrator, an amount representing aany fractional Common Share may be rolled over into a future offering period. AllShares or whether those fractional Common Shares issued under the 2022 ESPPor any rights thereto will be subject to applicable transfer restrictions.

No Shareholder Rights

A participant will not have any rights of a shareholder of the Company (including but not limited to the right to receive dividendscancelled, terminated or other distributions paid with respect to Common Shares) until Common Shares have been deposited or delivered to the participant under the 2022 ESPP.

Corporate Transactions

In the event of a proposed liquidation or dissolution of the Company, the administrator has the authority to decide whether to (i) shorten the offering period then in effect, with any outstanding options to be exercised at the end of such shortened period, or (ii) terminate the offering period then in effect, with any outstanding options being cancelled and any payroll deductions accumulated for such period to be refunded (with interest) to participants as soon as administratively practicable. In the event of a proposed sale of all or substantially all of the Company’s assets, or a merger or consolidation of the Company (except for (x) a transaction the primary purpose of which is to change the Company’s jurisdiction of incorporation, or (y) a transaction where the acquiring or surviving company is directly or indirectly owned, immediately after such transaction, by the shareholders of the Company in substantially the same proportion as their ownership of shares in the Company immediately before such transaction), the administrator will, in its sole discretion, provide for outstanding options to be assumed or substituted by theotherwise eliminated.

successor entity (or its parent or subsidiary) orBlackout Periods

If the date under any Award on which: (i) cash is to take onebe issued in settlement of the coursesAward, or (ii) performance criteria are to be evaluated by the Company, occurs during a “blackout period” (as defined in the Company’s insider trading policy) applicable to the relevant Participant, or within three business days of actionthe expiry of a blackout period applicable to the relevant Participant, then the settlement date or evaluation date, as applicable, will be deemed to be the tenth business day after expiry of the blackout period, or such earlier date following the expiry of the blackout period as determined by the Administrator. Awards described in sub-clauses (i) and (ii) in the preceding sentence.

Amendment or Termination

The 2022 ESPP may be amended or terminated at any time by the Board or the Compensation Committee of the Board. However, no amendment may materially and adversely affect a holder of an option outstanding under the 2022 ESPP without his or her consent. Upon termination of the 2022 ESPP by the Board, any accumulated payroll deductionssentence will be refunded (without interest)settled during a blackout period in order to participants as soon as administratively practicable thereafter. No amendmentcomply with applicable U.S. and Canadian tax laws or modification of the 2022 ESPP will be effective without the approval of the Company’s shareholders, where (i) such approval is required by Section 423 of the Code or any rule or regulation of Nasdaq or the TSX, or (ii) such amendment or modification (1) increases the limits imposed in the 2022 ESPP on the maximum number of our Common Shares which may be delivered under the 2022 ESPP, (2) removes or exceeds the limitations set out above under the heading “Insider Participation Limits”, or (3) lowers the purchase price payable for our Common Shares under the 2022 ESPP.exemptions therefrom.

Certain Canadian Federal Income Tax Considerations

The following discussion is fora general information only and is intended to summarize brieflysummary of the material Canadian federal income tax considerations, arising from participation in the 2022 ESPP by a participant who is a Canadian resident or who participates in the 2022 ESPP in respect of employment services rendered in Canada (referred to in the 2022 ESPP and in this section only as a “Canadian Participants”). This summary applies only to Canadian Participants who deal at arm’s length and are not affiliated, within the meaning of Canadian Tax Act, with the Company or any designated subsidiary. This description is based on the current provisions of the CanadianIncome Tax Act which is subject (Canada) and the regulations thereto (collectively, the “ITA”), to change (possibly retroactively). The tax treatment to Canadian Participants who, at all relevant times and for purposes of participationthe ITA: (i) are resident in Canada, (ii) are granted Awards by virtue of their employment with the 2022 ESPP may vary depending on the particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discussCompany or an affiliate, (iii) hold any potential provincial, municipal, U.S. or other foreign tax consequences in this section, and such tax treatment may not correspondCommon Shares acquired pursuant to the summary below. The tax implications tosettlement of an Award as capital property, and (iv) deal at arm’s length with, and are not affiliated with, the Company or any designated subsidiaryaffiliate (each, a “Canadian Participant” for purposes of this section “Certain Canadian Federal Income Tax Considerations”). Common Shares will generally be considered to be capital property to a Canadian Participant unless such shares are not discussed herein. All Participants are encouraged to consult with their legal, tax and financial advisors concerning the specific tax and other consequences of participatingheld in the 2022 ESPP, including whether thiscourse of carrying on a business of trading or dealing in securities or are acquired in a transaction or transactions which may be considered to be an adventure or concern in the nature of trade.

This summary is applicable.

Forof a general nature only and is not exhaustive of all possible Canadian federal income or other tax considerations that may apply to an Award. This summary is provided for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Participant. No representations are made with respect to the income tax consequences to any particular Participant. This summary does not cover provincial, local, or foreign tax treatment for Participants and does not discuss any tax implications to Participants who receive Awards by virtue of a consulting relationship. Participants should consult their own tax advisors for advice with respect to the income tax consequences of Awards in their particular circumstances, including the application and effect of the income and other tax laws of any applicable country, province, state or local tax authority. This summary does not describe the tax considerations applicable to the transfer of Awards. Participants should consult their own tax advisors.

Exchange Rates

For the purposes of the ITA, each amount relating to the benefit realized pursuant to the acquisition ofan Award, and each amount relating to Common Shares, including the amount of any benefit, dividends, adjusted cost base, dividends, and proceeds of disposition, must be expressed in Canadian dollars. Any amount denominated in U.S. dollars must be converted into Canadian dollars, which will generally be done at the exchange rate quoted by the Bank of Canada on the date the amount first arose. As a result, aEmployees that are Canadian ParticipantParticipants may realize income, gains, or losses by virtue of changes in foreign currency exchange rates.

Options

The 2022 ESPP is intendedA&R LTIP provides that all Options granted to constituteCanadian Participants will be exercisable only for the issuance by the Company of authorized and previously unissued Common Shares from treasury (subject to the right of a Participant to elect an “employee savings or thrift plan”,alternative form of payment as describedset out in the long-standing administrative position of the Canada Revenue Agency, for the purposes of the Canadian Tax Act. The 2022 ESPP is not a tax-advantaged plan for Canadian tax purposes.applicable award agreement).

All payroll deductions made by aA Canadian Participant into 2022 ESPP will be made onnot have taxable income upon the grant of an after-tax basis (i.e., afterOption. At the deductiontime of any applicable withholding taxes and other source deductions), such that the amount of any such payroll deduction will be included in the income of the Canadian Participant and subject to tax on the same basis as if the deduction had not occurred. Upon the acquisition of a Common Share under the 2022 ESPP,exercising an Option, a Canadian Participant will recognize, a taxable benefitas employment income (subject to withholding), the difference between the fair market value of the Common Shares at the time of acquisition less the exercise price paid. Provided that the exercise price of the Option is at least equal to the fair market value of the underlying Common Share acquired lessShares at the purchase price paid fortime the Option was granted and the Common Share (i.e.Shares constitute “prescribed shares” (within the meaning of section 6204 of the regulations to the ITA), a Canadian Participant who exercises an Option should be entitled to a deduction of 50% of the taxable amount on exercise, subject to limitations in the proposed amendments to the ITA which may restrict the availability of the deduction to Options covering a maximum of fair market value of CAD $200,000 of shares that vest each year. Each Canadian Participant should consult his or her own financial advisor regarding the availability of such deduction.

If, instead of exercising an Option, a Canadian Participant elects to surrender an Option pursuant to the exercise of a SAR granted in tandem with the Option, the tax results for the Canadian Participant will generally be subject to tax on the discount). The Company or designated subsidiary,same as applicable, intends to make source withholdings from ordinary compensation payable toif the Canadian Participant to coverhad exercised the withholdingsOption, provided that would have been required had the taxable benefit so realized been paida Canadian Participant will only be entitled to the 50% deduction described above if, in addition to the satisfaction of the above requirements, the Company makes an election under subsection 110(1.1) of the ITA to not claim any deduction associated with the payment.

The tax cost to a Canadian Participant as a cash bonus.

A Canadian Participant should have Canadian tax basis in theof Common Shares acquired underon the 2022 ESPPexercise or surrender of an Option will be equal to the fair market value of the Common Shares at the time of acquisition. The cost of the acquisition,Common Shares must be averaged with the adjusted cost base of all other Common Shares held by the Canadian Participant as capital property to determine the adjusted cost base on a per share basis.

Neither the Company nor any of its affiliates will generally be entitled to a tax deduction upon the issuance of Common Shares to a Canadian Participant pursuant to the exercise or surrender of an Option to the extent that the Canadian Participant is entitled to the 50% deduction described above. The Company may be entitled to a tax deduction where the Canadian Participant is not entitled to the 50% deduction described above by virtue of the application of the CAD$200,000 limit described above provided the Company has satisfied certain compliance requirements. The Company or affiliate that makes a cash payment upon the surrender of an Option pursuant to the exercise of a SAR granted in tandem with the Option should generally be entitled to a deduction, provided that the amount of the cash payment is reasonable and the Company has not made an election under subsection 110(1.1) of the ITA.

SARs (other than SARs granted in tandem with an Option)

The A&R LTIP provides that the grant price per Common Share subject to a SAR shall not be less than the cost-averaging rulesfair market value per share as of the date of grant of that SAR, that all SARs granted to a Canadian Participant shall be granted solely in respect of the services of such Canadian Tax Act. Participant to be rendered to the Company and its affiliates subsequent to the date of grant of the SAR, and that any SAR granted to a Canadian Participant shall have a term extending not later than December 15th of the calendar year in which such SAR becomes vested and exercisable.

A Canadian Participant will not have taxable income upon the grant of a SAR. At the time of exercising a SAR, a Canadian Participant will recognize, as employment income (subject to withholding), the amount of the cash payment received or the fair market value of the Common Shares at the time of acquisition.

The tax cost to a Canadian Participant of Common Shares, if any, acquired on the exercise of a SAR will be subjectequal to the fair market value of the Common Shares at the time of acquisition. The cost of the Common Shares must be averaged with the adjusted cost base of all other Common Shares held by the Canadian Participant as capital property to determine the adjusted cost base on a per share basis.

The Company or affiliate that makes a payment upon the exercise of a SAR should generally be entitled to a deduction, provided that the amount of the payment is reasonable.

Restricted Shares and Share Awards

An income inclusion will generally arise to a Canadian Participant at the time of an Award of Restricted Shares or a Share Award under the A&R LTIP. The Canadian Participant will recognize employment income (subject to withholding) equal to the fair market value of the Common Shares received, which may reflect a discount for the risk of forfeiture and restrictions on the sale of the Restricted Shares, less the purchase price, if any, paid by such Canadian Participant for the Common Shares.

The tax cost to a Canadian Participant of Common Shares acquired pursuant to an Award of Restricted Shares or a Share Award will be equal to the fair market value of the shares at the time of acquisition. The cost of the Common Shares must be averaged with the adjusted cost base of all other Common Shares held by the Canadian Participant as capital property to determine the adjusted cost base on a per share basis.

The availability to the Company or any affiliate of a tax deduction upon the issuance of Common Shares to a Canadian Participant pursuant to an Award of Restricted Shares or a Share Award will depend on the circumstances surrounding the particular Award.

Restricted Share Units and Deferred Share Units

The A&R LTIP provides that Restricted Share Units and DSUs granted to Canadian taxation on any distributions received withParticipants are to have such terms and conditions as are necessary so that the Restricted Share Units or DSUs, as applicable, are exempt from, the definition of “salary deferral arrangement” in the ITA.

Canadian Participants will not have taxable income upon the grant of Restricted Share Units or DSUs. Upon the future payment being made in respect toof the Restricted Share Units or DSUs, whether in cash or Common Shares, ina Canadian Participant will recognize, as employment income (subject to withholding), the same manner as any other shareholderamount of the Company. Provided thatcash payment received or the fair market value of the Common Shares at the time of acquisition.

The tax cost to a Canadian Participant of Common Shares, if any, acquired on the settlement of a Restricted Share Unit or DSU, as the case may be, will be equal to the fair market value of the shares at the time of acquisition. The cost of the Common Shares must be averaged with the adjusted cost base of all other Common Shares held by the Canadian Participant as capital property to determine the adjusted cost base on a per share basis.

The Company or applicable affiliate will generally be entitled to deduct the amount of any payment made in settlement of a Restricted Share Unit or DSU, provided such amount is reasonable.

Other Share-Based Awards

The Canadian federal income tax consequences to a Canadian Participant on the grant, holding or settlement of an Other Share-Based Award will depend on the form, terms and conditions of such Award. Canadian Participants who receive an Other Share-Based Award should consult with their own tax advisors.

Cash Awards

A Canadian Participant will recognize, as employment income (subject to withholding), the amount of the cash payment received upon the grant of any Cash Award.

The Company or applicable affiliate will generally be entitled to deduct the amount of any payment made in settlement of a Cash Award, provided such amount is reasonable.

Subsequent Disposition of Common Shares

A Canadian Participant holds thewho disposes of a Common Shares as capital property, for purposes of the Canadian Tax Act, any subsequent disposition of the Common SharesShare (other than as a result of a redemption or repurchase of such Common Sharesshare by the Company), including on a deemed disposition on death, will give rise torealize a capital gain (or capital loss) equal to the amount by which the actual or deemed proceeds of disposition exceed (or are exceeded by) the Canadian Participant’s adjusted cost base of the Common Sharesshare and any reasonable costs of disposition.

The foregoing brief summary of the Canadian federal income tax considerations with respectFederal U.S. Tax Consequences to the participation by Canadian Participants in the purchase of Common Shares under the 2022 ESPP does not purport to be complete, and reference should be made to the applicable provisions of the Canadian Tax Act.

U.S. Federal Income Tax Consequences

The following generally summarizes certain key U.S.discussion is for general information only and is intended to briefly summarize the United States federal income tax consequences that will arise with respect to Participants arising from participation in the 2022 ESPP and with respect to the sale of Common Shares acquired under the 2022 ESPP.A&R LTIP. This summarydescription is based on current law, which is subject to change (possibly retroactively). The tax treatment of a Participant in the A&R LTIP may vary depending on his or her particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential state or local tax lawsconsequences or federal tax consequences in effect asjurisdictions outside of the United States. In addition, Nonstatutory Options and SARs with an exercise price less than the fair market value of our Common Shares on the date of this proxy statement. Changesgrant, SARs payable in cash, Restricted Share Units and certain other Awards that may be granted pursuant to these lawsthe A&R LTIP, could alterbe subject to additional taxes unless they are designed to comply with certain restrictions set forth in Section 409A of the Code and the guidance promulgated thereunder.

Options and SARs

Participants will not realize taxable income upon the grant of an Option or SAR. Upon the exercise of a Nonstatutory Option or an SAR, a Participant will recognize ordinary compensation income (subject to the Company’s withholding obligations if an employee) in an amount equal to the excess of (i) the amount of cash and the fair market value of our Common Shares received, over (ii) the exercise price of the Award. A Participant will generally have a tax consequences described below. The following summary is not intendedbasis in any Common Shares received pursuant to the exercise of a Nonstatutory Option or SAR that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “Federal U.S. Tax Consequences to the Company” below, the Company will be entitled to a complete summary or legal interpretation, and it does not address consequences other than U.S.deduction for federal income tax consequences. Participants may also be subjectpurposes that corresponds as to U.S. state, U.S. local or non-U.S. taxtiming and amount with the compensation income recognized by a Participant under the foregoing rules. When a Participant sells our Common Shares acquired as a result of participatingthe exercise of a Nonstatutory Option or SAR, any appreciation (or depreciation) in the 2022 ESPP.

Tax Consequences to participants subject to U.S. Tax Laws. Participants do not incur any U.S.value of such Common Shares after the exercise date is treated as long- or short-term capital gain (or loss) for federal income tax consequences upon enrolling inpurposes, depending on the 2022 ESPP. Amounts withheld via payroll deduction for purposes of purchasingholding period. Our Common Shares under the 2022 ESPP are included in the participant’s income in accordance with the Company’s regular income and payroll tax withholding and reporting procedures. Because participants use after-tax dollarsmust be held for more than 12 months to purchase shares at the end of the offering period, there is no income tax at the time the participant purchases Common Shares. As a general matter, additional tax (whether ordinary income tax or capital gains tax) is not realized until the participant sells the Common Shares acquired under the 2022 ESPP.

A participant may have both ordinary income andqualify for long-term capital gain treatment.

Participants eligible to receive an ISO will not recognize taxable income or both ordinaryon the grant of an ISO. Upon the exercise of an ISO, a Participant will not recognize taxable income, and a capital loss upon the sale of our Common Shares that were acquired under the 2022 ESPP. The amount of each type of income and loss will depend on when the participant sells the Common Shares and the price at which the participant sells the Common Shares.

If the participant sells a Common Share acquired under the 2022 ESPP (i) more than two years after the first business day of the offering period during which the Common Share was purchased and (ii) more than one year after the date that the participant purchased the Common Share, then the participant will have ordinary income equal to the lesser of: (1)although the excess of the fair market value of theour Common Shares received upon exercise of the ISO (“ISO Shares”) over the exercise price will increase the alternative minimum taxable income of the Participant, which may cause such Participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an ISO would be allowed as a credit against the Participant’s regular tax liability in a later year to the extent the Participant’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of an ISO Share that has been held for the required holding period (generally, at least two years from the date of grant and one year from the date of exercise of the ISO), a Participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the disposition over the exercise price paid by the Participant for the ISO Share. However, if a Participant disposes of an ISO Share that has not been held for the requisite holding period (a “Disqualifying Disposition”), the Participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Share at the time of such sale overexercise of the ISO (or, if less, the amount realized in the case of an arm’s length disposition to an unrelated party) exceeds the exercise price paid by the Participant for such ISO Share. A Participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Share on the exercise date. If the exercise price paid for the ISO Share exceeds the amount realized (in the case of an arm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

The Company will generally not be entitled to any federal income tax deduction upon the grant or (2)exercise of an ISO, unless a Participant makes a Disqualifying Disposition of the excessISO Share. If a Participant makes a Disqualifying Disposition, the Company will then, subject to the discussion below under “Federal U.S. Tax Consequences to the Company,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a Participant under the rules described in the preceding paragraph.

Under current rulings, if a Participant transfers previously held shares of our Common Shares (other than an ISO Share that has not been held for the requisite holding period) in satisfaction of part or all of the exercise price of an Option, whether a Nonstatutory Option or an ISO, no additional gain will be recognized on the transfer of such previously held shares in satisfaction of the Nonstatutory Option or ISO exercise price (although a Participant would still recognize ordinary compensation income upon exercise of a Nonstatutory Option in the manner described above). Moreover, that number of our Common Shares received upon exercise which equals the number of previously

held Common Shares surrendered in satisfaction of the Nonstatutory Option exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held Common Shares surrendered in satisfaction of the Nonstatutory Option exercise price. Any additional Common Shares received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the Participant, plus the amount of compensation income recognized by the Participant under the rules described above.

The A&R LTIP generally prohibits the transfer of Awards other than by will or according to the laws of descent and distribution or pursuant to a domestic relations order, but the A&R LTIP allows the Administrator to permit the transfer of Awards (other than ISOs) in limited circumstances, in its discretion. For income and gift tax purposes, certain transfers of Nonstatutory Options should generally be treated as completed gifts, subject to gift taxation.

The United States Internal Revenue Service (the “IRS”) has not provided formal guidance on the income tax consequences of a transfer of Nonstatutory Options (other than in the context of divorce) or SARs. However, the IRS has informally indicated that after a transfer of share options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and employment or payroll taxes will be collectible at the time the transferee exercises the share options. If a Nonstatutory Option is transferred pursuant to a domestic relations order, the transferee will recognize ordinary income upon exercise by the transferee, which will be subject to withholding, and employment or payroll taxes (attributable to and reported with respect to the transferor) will be collectible from the transferee at such time.

In addition, if a Participant transfers a vested Nonstatutory Option to another person and retains no interest in or power over it, the transfer is treated as a completed gift. The amount of the transferor’s gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the Nonstatutory Option at the time of the gift. The value of the Nonstatutory Option may be affected by several factors, including the difference between the exercise price and the fair market value of the share, the potential for future appreciation or depreciation of our Common Shares, the time period of the Nonstatutory Option and the illiquidity of the Nonstatutory Option. The transferor will be subject to a federal gift tax, which will be limited by (i) the annual exclusion of U.S. $17,000 per donee (for 2023, subject to adjustment in future years), (ii) the transferor’s lifetime unified credit, or (iii) the marital or charitable deductions. The gifted Nonstatutory Option will not be included in the Participant’s gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.

This favorable tax treatment for vested Nonstatutory Options has not been extended to unvested Nonstatutory Options. Whether such consequences apply to unvested Nonstatutory Options or to SARs is uncertain and the gift tax implications of such a transfer is a risk the transferor will bear upon such a disposition.

Restricted Shares; Restricted Share Units; Share Awards; Other Share-Based or Cash Awards; DSUs

A Participant will recognize ordinary compensation income upon receipt of cash pursuant to a Cash Award or, if earlier, at the time the cash is otherwise made available for the Participant to draw upon. Individuals will not have taxable income at the time of grant of Restricted Share Units or DSUs, but rather, will generally recognize ordinary compensation income at the time he or she receives cash or a Common Share in settlement of the Restricted Share Units or DSUs, as applicable, in an amount equal to the cash or the fair market value of the common share received.

A recipient of Restricted Shares or a Share Award generally will be subject to tax at ordinary income tax rates on the fair market value of the Common Shares onwhen such Award is received, reduced by any amount paid by the first business day of such offering period over the exercise price. Any profits in excess of amounts classified as ordinary income will be taxed as long-term capital gain income. If the participant sellsrecipient; however, if the Common Share atShares are not transferable and are subject to a loss (i.e., if sales proceeds are less thansubstantial risk of forfeiture when received, a Participant will recognize ordinary compensation income in an amount equal to the exercise price) after satisfying these waiting periods, there is no ordinary income and the participant will have a long-term capital loss for the difference between the sale price and the purchase price.

If the participant sellsfair market value of the Common Share priorShares (i) when the Common Shares first become transferable and are no longer subject to satisfyinga substantial risk of forfeiture, in cases where a Participant does not make a valid election under Section 83(b) of the waiting periods described above,Code, or (ii) when the participantAward is received, in cases where a Participant makes a valid election under Section 83(b) of the Code. If a Section 83(b) election is made and our Common Shares are subsequently forfeited, the Participant will have engaged innot be allowed to take a disqualifying disposition. Upon a disqualifying disposition, the participant will have ordinary income equal todeduction for the value of the forfeited Common ShareShares. If a Section 83(b) election has not been made, any dividends received with respect to Restricted Shares that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the Participant; otherwise the dividends will be treated as dividends.

A Participant who is a taxpayer in the United States will be subject to withholding for United States federal, and generally for state and local, income taxes at the time he or she recognizes income under the rules described above. The tax basis in our Common Shares received by a Participant will equal the amount recognized by the Participant as compensation income under the rules described in the preceding paragraph, and the Participant’s capital gains holding period in those Common Shares will commence on the daylater of the participant exercised hisdate such Common Shares are received or her option to purchase the Common Share under the 2022 ESPP less the exercise price. If the participant’s sale proceeds exceed the ordinary income, then the excess proceeds will be a capital gain. If the participant’s sale proceeds are less than the ordinary income, then the participant will have a capital loss equalrestrictions lapse. Subject to the value of the Common Share on the date of exercise less the sales proceeds. This capital gain or loss will be long-term if the participant has held the Common Shares for more than one year and otherwise will be short-term.

discussion below under “Federal U.S. Tax Consequences to the Company. There will be no tax consequences to the Company, in connection with the grant or exercise of options under the 2022 ESPP, except that” the Company will be entitled to a deduction whenfor federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant has ordinary income upon a disqualifying disposition. Any such deduction will be subjectParticipant under the foregoing rules.

Federal U.S. Tax Consequences to the limitationsCompany

Reasonable Compensation

In order for the amounts described above to be deductible by the Company (or its subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

Golden Parachute Payments

Our ability (or the ability of one of our subsidiaries) to obtain a deduction for future payments under the A&R LTIP could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change of control of an employer-corporation.

Compensation of Covered Employees

The ability of the Company (or its subsidiary) to obtain a deduction for amounts paid under the A&R LTIP could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits the Company’s ability to deduct compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code.Code) in excess of U.S. $1,000,000.

New Plan Benefits