CHAR Technologies Ltd. — Proxy Solicitation & Information Statement 2022

Apr 7, 2022

CHAR Technologies Ltd.

(the "Corporation")

FORM OF PROXY ("PROXY")

Annual and Special Meeting April 28, 2022, at 10:00 a.m. EDT 789 Don Mills Road, Suite 403, Toronto, Ontario M3C 1T5 (the "Meeting")

RECORD DATE: March 28, 2022 CONTROL NUMBER: SEQUENCE #:

FILING DEADLINE FOR PROXY: April 26, 2022, at 10:00 a.m. EDT

VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12
	digit control number above
FACSIMILE	416-595-9593
MAIL	TSX Trust Company
	301 - 100 Adelaide Street West
	Toronto, Ontario, M5H 4H1

The undersigned hereby appoints Andrew White, Chief Executive Officer of the Corporation, whom failing Mark Korol, Chief Financial Officer of the Corporation (the "Management Nominees"), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
	1. Election of Directors	FOR	WITHHOLD
a)	William White
b)	Eric Beutel
c)	James Sbrolla
d)	Benj Gallander
e)	Jane Pagel
f)	Nik Nanos
g)	Paul Pellegrini
h)	Hugh Cleland
2. Appointment of Auditor		FOR	WITHHOLD
	Appointment of DMCL LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
	3. Approval of Amended and Restated Omnibus Plan	FOR	AGAINST
THAT (a) the amended and restated omnibus long-term incentive plan of Char Technologies Ltd. (the "Corporation") substantially in the form asattached as Schedule "A" to the management information circular of the Corporation dated March 29, 2022, (the "A&R Omnibus Plan"), which amendsand restates the omnibus long-term incentive plan of the Corporation adopted by the board of directors of the Corporation on February 25, 2021 andapproved by shareholders of the Corporation on March 30, 2021, with such other conforming changes as the board of directors of the Corporationconsiders necessary or appropriate, is hereby ratified, confirmed and approved; (b) the reservation for issuance from treasury pursuant to options underthe Omnibus Plan and under any other security based compensation arrangements adopted by the Corporation of up to 10% of the issued andoutstanding Common Shares of the Corporation from time to time is hereby ratified, confirmed and approved; (c) the reservation for issuance fromtreasury under the A&R Omnibus Plan pursuant to share appreciation rights, restricted shares, restricted share units and deferred share units of[3,530,442] Common Shares is hereby ratified, confirmed and approved; (d) the shareholders of the Corporation hereby expressly authorize the board ofdirectors of the Corporation, in its discretion, to make such amendments to the form of the A&R Omnibus Plan as it determines are necessary in order tosatisfy the requirements or requests of any regulatory authority or stock exchange, including, without limiting the generality of the foregoing, the TSXVenture Exchange, without requiring further approval of the shareholders.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

Proxy Voting – Guidelines and Conditions

• 1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
• 1. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
• 1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
• 1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
• 1. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a security holder of the Corporation.
• 1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.
• 1. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
• 1. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
• 1. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

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To register, please visit

https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

Click on, "Register" and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Corporation and as such request the following:

Annual Financial Statements with MD&A Interim Financial Statements with MD&A

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

CHAR Technologies Ltd. 2022