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Kelso Technologies Declaration of Voting Results & Voting Rights Announcements 2021

Jun 7, 2021

43879_rns_2021-06-07_64232280-46e4-4f7d-b338-626d72d479e1.pdf

Declaration of Voting Results & Voting Rights Announcements

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KELSO TECHNOLOGIES INC. (the “Corporation”) Annual General and Special Meeting of Shareholders June 3, 2021 (the “Meeting”)

REPORT OF VOTING RESULTS

Common Shares represented at the Meeting: 16,340,726 Total issued and outstanding Common Shares as at Record Date: 54,270,086 Percentage of issued and outstanding Common Shares represented: 30.11%

The following matters were voted on at the Meeting:

1. Election of Directors

By resolution passed by a vote conducted by a poll, the seven nominees listed in the Corporation’s Management Information Circular dated May 110,2021 were elected as Directors of the Corporation to hold office for the ensuing year. Proxies received by management in advance of the Meeting indicated the following:

Nominee Votes For % Votes For Votes Withheld % Votes Withheld % Votes Withheld
James R. Bond 7,098,095 79.27 1,855,794 20.73
Peter Hughes 5,639,363 62.98 3,314,527 37.02
Anthony Andrukaitis 7,311,960 81.66 1,641,930 18.34
Paul Cass 8,391,781 93.72 562,109 6.28
Laura Roach 7,234,021 80.79 1,719,868 19.21
Jesse V. Crews 7,440,598 83.10 1,513,292 16.90
Frank Busch 7,410,497 82.76 1,543.392 17.24

2. Appointment of Auditor

By resolution passed by a vote conducted by a poll, Smythe, LLP, Chartered Professional Accountants were appointed as auditors of the Corporation for the ensuing year and the Directors of the Corporation were authorized to fix the remuneration of the auditor. Proxies received by management in advance of the Meeting indicated the following:

Votes For % Votes For Votes Withheld % Votes Withheld
15,083,594 92.31 1,257,131 7.69

3. Approval of 2021 Restricted Share Unit Plan

By resolution passed by a vote conducted by a poll, the approval of the 2021 Restricted Share Unit Plan allowing for the issuance of a maximum of 5% of the total number of issued and outstanding Common Shares on a non-diluted basis from treasury was approved. Proxies received by management in advance of the Meeting indicated the following:

Votes For % Votes For Votes Against % Votes Against
6,372,109 71.17 2,581,781 28.83

4. Approval of 2021 Non-Employee Directors Deferred Share Unit Plan

By resolution passed by a vote conducted by a poll, the approval of the 2021 Non-Employee Directors Deferred Share Unit Plan allowing for the issuance of a maximum of 2% of the total number of issued and outstanding Common Shares on a non-diluted basis from treasury was approved. Proxies received by management in advance of the Meeting indicated the following:

Votes For % Votes For Votes Against % Votes Against
6,297,171 70.33 2,656,719 29.67

Dated: June 4, 2021

Kelso Technologies Inc. Report of Voting Results June 3, 2021 Page 2 of 2