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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
||December 31, 2014
|Estimated average burden|
|hours per response:
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person
2. Issuer Name
Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check
||Form filed by One Reporting Person
||Form filed by More than One Reporting
|Table I - Non-Derivative Securities Acquired, Disposed of, or
Title of Security (Instr.
Deemed Execution Date, if any
Transaction Code (Instr.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported
3 and 4)
Ownership Form: Direct (D) or Indirect (I) (Instr.
Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
Deferred Share Unit
|Explanation of Responses:|
|See attached for Exhibit 24, Power of Attorney|
||/s/ Nandini Somayaji, as attorney-in-fact For Shaun Noll
||** Signature of Reporting Person
|Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.|
|* If the form is filed by more than one reporting person,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144
The undersigned hereby constitutes and appoints Geoff Krause, Chief Financial
Officer, Charles R. Kraus, Senior Vice President, General Counsel and Corporate
Secretary, Nandini Somayaji, Associate General Counsel, and Jeff Metcalf, Vice
President of Finance, or any of them acting without the others, with full power
of substitution, as the undersigned's true and lawful attorney-in-fact to:
1. prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, or to the System for Electronic Disclosure by
Insiders ("SEDI") any registrations required to be made, including
amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any
rule or regulation of the SEC, or with SEDI as required under
applicable Canadian securities laws;
2. execute for and on behalf of the undersigned any Form 3, Form 4, Form 5
and Form 144 and make any filing required to be made on SEDI (including
any amendments, corrections, supplements or other changes thereto) in
accordance with Section 16(a) of the Exchange Act, and the rules
thereunder, and under applicable Canadian securities laws, but only to
the extent each form, schedule, document or filing relates to the
undersigned's beneficial ownership of securities of DIRTT Environmental
Solutions Ltd. or any of its subsidiaries, or as is otherwise required
under applicable laws;
3. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form 3,
Form 4, Form 5 or Form 144 and make any filing required to be made on
SEDI (including any amendments, corrections, supplements or other
changes thereto) and timely file the forms, schedules, documents or
other information with the SEC, SEDI and any stock exchange or
quotation system, self-regulatory association or any other authority,
and provide a copy as required by law or advisable to such persons as
the attorney-in-fact deems appropriate; and
4. take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being understood
that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in the form and
shall contain the terms and conditions as the attorney-in-fact may
approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned acknowledges that the attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming (nor is DIRTT
Environmental Solutions Ltd. assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act and applicable
filings required on SEDI under applicable Canadian securities laws.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless DIRTT Environmental Solutions Ltd. and the attorney-in-fact
against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or are based upon any untrue statements or
omissions of necessary facts in the information provided by or at the direction
of the undersigned, or upon the lack of timeliness in the delivery of
information by or at the direction of the undersigned, to the attorney-in-fact
for purposes of executing, acknowledging, delivering or filing a Form 3, Form
4, Form 5 or Form 144 and any filing required to be made on SEDI (including any
amendments, corrections, supplements or other changes thereto) with respect to
the undersigned's holdings of and transactions in securities issued by DIRTT
Environmental Solutions Ltd. or its subsidiaries or as otherwise required under
applicable laws, and agrees to reimburse DIRTT Environmental Solutions Ltd. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5 and Form 144
and make filings on SEDI (including any amendments, corrections, supplements or
other changes thereto) with respect to the undersigned's holdings of and
transactions in securities issued by DIRTT Environmental Solutions Ltd. or its
subsidiaries, unless earlier revoked by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney shall automatically
terminate with respect to any attorney-in-fact upon his or her ceasing to be an
employee of DIRTT Environmental Solutions Ltd. or its subsidiaries. This Power
of Attorney revokes all previous powers of attorney with respect to the subject
matter of this Power of Attorney.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date written below.
/s/ Shaun Noll
Type or Print Name
June 27, 2022