www.pyrogenesis.com

PYROGENESIS

TSX: PYR • OTCQX: PYRGF • FRA: 8PY

MANAGEMENT INFORMATION CIRCULAR AND NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To BE HELD VIRTUALLY

JUNE 26, 2025 at 10:00 A.M.

2025

Table of Contents

SECTION 1 – MEETING AND VOTING INFORMATION ... 4
Notice-and-Access ... 4
Websites Where the Meeting Materials can be Found ... 5
How to Access the Meeting Materials in Paper Form ... 5
Record Date ... 5
Voting Shares and Principal Holders Thereof ... 5
Important Information About Your Attendance at the Meeting ... 6
Time, Date and Place ... 6
Internet Requirements ... 6
Attending the Meeting ... 6
How to Log In to the Virtual Meeting ... 6
How to Watch the Meeting ... 7
Solicitation and Revocation of Proxies ... 7
How Proxies Can be Solicited ... 7
Appointment of Proxyholders ... 7
Revocation of Proxies ... 8
Voting Your Shares and Asking Questions ... 9
Voting at the Meeting ... 9
Shareholder Questions at the Meeting ... 9
Voting in Advance of the Meeting Online or Via Telephone ... 9
Voting of Proxies ... 9
Voting by Non-Registered Shareholders ... 10
Voting of Shares Represented by Management Proxies ... 11

SECTION 2 – BUSINESS OF THE MEETING ... 11
Quorum ... 11
Interest of Certain Persons in Matters to Be Acted Upon ... 11
Matters to be Considered at the Meeting ... 11
1. Presentation of Financial Statements ... 11
2. Election of Directors ... 12
3. Appointment of Auditor ... 18
4. Other Business ... 19

SECTION 3 – NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION ... 19
Executive Compensation ... 19
Named Executive Officers ... 19
Compensation Discussion and Analysis ... 20
NEO Compensation in 2024 ... 24
Shareholder Return ... 26
Assessment of Risk Related to Corporation’s Compensation Practices and Policies ... 27
Permissions Related to the Purchase of Specific Financial Instruments ... 27
Termination Benefits ... 27
Financial Risk Management ... 28
Compensation Consultants and Advisors ... 28
External Management Companies ... 28
Director Compensation ... 28

Directors Fees Guidelines 28
Director Compensation in 2024 29

SECTION 4 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 32

Overview of Incentive Plans 32
The Long Term Incentive Plan 33
The Option Plan 37

SECTION 5 – STATEMENT OF CORPORATE GOVERNANCE PRACTICES 40

Board of Directors 40
Board Mandate 40
Board Composition 41
Board Meetings 41
Orientation and Continuing Education 42
Board and CEO Position Descriptions 42
Board and Senior Executive Diversity 42
Director Term Limits 43
Ethical Business Conduct 43
Nominating and Corporate Governance Committee 44
Compensation Committee 44
Strategic Initiatives Committee 45
Audit Committee 45
Audit Committee Composition 45
Relevant Education and Experience of the Audit Committee Members 46
Audit Committee Oversight 46
Pre-Approval of Policies and Procedures 46
Disclosure Committee 47
Assessments 47

SECTION 6 – INDEBTEDNESS OF MANAGEMENT AND DIRECTORS 47

SECTION 7 – MANAGEMENT CONTRACTS 47

SECTION 8 – INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 47

SECTION 9 – ADDITIONAL INFORMATION AND AVAILABILITY OF DOCUMENTS 48

SECTION 10 – APPROVAL 48

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") in the capital of PyroGenesis Inc. (the "Corporation"), formerly known as PyroGenesis Canada Inc., will be held as follows:

When: Thursday, June 26, 2025, at 10:00 A.M. (EDT)

Where: Virtual-only meeting via live audio webcast at the following address:

https://meetings.lumiconnect.com/400-954-256-203

Meeting ID: 400-954-256-203

Password: pyrogenesis2025 (case sensitive).

The Meeting will be held for the following purposes:

to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024, together with the auditors' report thereon;
to elect the directors of the Corporation for the ensuing year;
to appoint Raymond Chabot Grant Thornton LLP as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of such auditor; and
to consider such other business as may properly be brought before the meeting or any adjournment(s) or postponement(s) thereof.

A virtual-only meeting format is being applied in order to give all Shareholders an equal opportunity to participate in the Meeting and vote on certain topics regardless of their geographic location or other particular constraints and circumstances. Shareholders and proxyholders will not be able to attend the meeting in person. The Corporation has fixed the close of business on May 12, 2025 as the record date for determining those Shareholders entitled to receive notice and to vote at the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting virtually and submit their vote while the Meeting is being held. Non-registered Shareholders (for example, Shareholders who hold their Shares in an account with a securities broker, bank, dealer, trust company or other intermediary) who have not duly appointed themselves as proxyholders will be able to participate in the Meeting as guests, but guests will not be able to vote at the Meeting. Please see the subsection entitled "Important Information About Your Attendance at the Meeting", starting at page 6 of the accompanying Circular, for additional instructions on how Shareholders and proxyholders can participate and vote at the Meeting.

Accompanying this Notice of Annual General Meeting of Shareholders (the "Notice") are the following documents:

the Circular, which includes more detailed information relating to the matters to be addressed at the Meeting. The Circular is deemed to form part of this Notice; and
either a form of proxy for registered Shareholders or a voting instruction form for non-registered Shareholders.

Registered Shareholders unable to attend the virtual Meeting should read the notes to the form of proxy and complete and return the form of proxy to the Corporation's registrar and transfer agent, TSX Trust Company ("TSXT"), Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario M1A 0A1, or by e-mail to [email protected] or fax to 416-595-9593. A proxy will not be valid unless it is deposited with TSXT no later than 10:00 A.M. (EDT) on June 24, 2025 (or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the commencement of the Meeting or any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the chair of the

Meeting in his discretion, and the chair is under no obligation to accept or reject any particular late proxy. Alternatively, Registered Shareholders may, and are encourage to, vote their proxies online at www.meeting-vote.com before such deadline.

If you are a non-registered Shareholder of the Corporation and received these materials from your intermediary or TSXT, please complete and return the form of proxy or other voting instruction form in accordance with the instructions provided to you by such intermediary or TSXT. Your intermediary or nominee may have different and earlier deadlines.

The enclosed form of proxy or voting instruction form appoints nominees of management as proxyholder and you may amend the form of proxy, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxyholder at the Meeting.

DATED this 26th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF PYROGENESIS INC.

(s) Alan Curleigh

Alan Curleigh

Chair of the Board of Directors

Management Information Circular

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by management of PyroGenesis Inc. (the "Corporation", "PyroGenesis", "we" or, "our"), a corporation governed by the Canada Business Corporation Act (the "CBCA") for use at the Annual General Meeting (the "Meeting") of holders (the "Shareholders") of common shares ("Shares") in the capital of the Corporation to be held virtually at the time and for the purposes set forth in the attached Notice of Annual General Meeting of Shareholders (the "Notice"). Note that the Corporation was formerly known as PyroGenesis Canada Inc. until November 2024, at which time its name was changed to PyroGenesis Inc. References in this Circular to the Meeting include any adjournment or adjournments thereof.

Unless otherwise specified, all information in this Circular is current as of May 12, 2025, except as indicated otherwise.

All references to “$” or “dollars” are to Canadian dollars.

Forward Looking Statements

This Circular contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Corporation as of the date of this Circular, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under "Risk Factors" in the Corporation's latest annual information form, and in other periodic filings that the Corporation has made and may make in the future with the securities commissions or similar regulatory authorities, all of which are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Corporation. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Circular. The Corporation undertakes no obligation to publicly update or revise any forward-looking statement, except as required by applicable securities laws.

SECTION 1 – MEETING AND VOTING INFORMATION

Notice-and-Access

The notice-and-access mechanism (“Notice-and-Access”) was established under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) for the delivery of management information circulars and proxy-related materials to their securityholders by providing their securityholders with notice of their availability and access to these documents online.

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the management proxy solicitation requirement received from the Director appointed under the CBCA, the Corporation utilizes the Notice-and-Access mechanism to distribute Meeting materials to the Registered Shareholders and Non-Registered Shareholders

A Shareholder whose name appears on their Share certificates or Direct Registration Statement (“DRS”) is considered a “Registered Shareholder”. Many Shareholders are “non-registered” shareholders because the Shares they own are not registered in their names but are instead registered in the name of the securities broker, bank, dealer, trust company or other intermediary through which they hold their Shares. More particularly, a person is not a registered Shareholder in respect of Shares which are held on behalf of that person (a “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. Non-Registered Shareholders can either be objecting beneficial owners (“OBOs”) or non-objecting beneficial owners (“NOBOs”). OBOs object that the intermediary holding their Shares disclose information about their ownership whereas NOBOs do not object to such disclosure.

NI 54-101 and NI 51-102 set out the rules of the Notice-and-Access mechanism pursuant to which the Corporation may deliver Meeting materials to its Registered Shareholders and Non-Registered Shareholders by posting electronic versions thereof online, via the System for Electronic Document Analysis and Retrieval (“SEDAR+”) and one other website, instead of sending the materials in paper format to all Shareholders.

In accordance with the Notice-and-Access procedures, the Corporation has sent to all Shareholders a notice of availability of the proxy materials for the Meeting and, as applicable, a form of proxy or a voting instruction form (the “Notice Package”), informing of: a) the websites where the Meeting materials can be found; b) how to access the Meeting materials online and; c) how they can access a paper copy thereof and informing of basic information about the Meeting, such as the matters for which a vote will be held at the Meeting.

The Notice Package is sent to Registered Shareholders and NOBOs directly through the Corporation’s transfer agent, TSX Trust Company (“TSXT”). If you are a NOBO and the Corporation or its transfer agent, TSXT, has sent the Notice Package directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to NOBOs directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Notice Package to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation will not directly send the Notice Package to OBOs. Instead, the Corporation will pay Intermediaries to forward the Meeting materials to all OBOs. The Corporation is paying for Intermediaries to deliver to OBOs a notice of availability of the proxy materials for the Meeting and, as applicable, a form of proxy or a voting instruction form.

Websites Where the Meeting Materials can be Found

Electronic copies of the Meeting materials, including this Circular, the annual audited consolidated financial statements of the Corporation for the year ended December 31, 2024 ("Annual Financial Statements") and the management's discussion and analysis of the Corporation's results of operations and financial condition for the year ended December 31, 2024 ("MD&A") may be found on the Corporation's SEDAR+ profile at www.sedarplus.ca and online at https://www.meetingdocuments.com/tsxt/PYR.

How to Access the Meeting Materials in Paper Form

Shareholders may obtain paper copies of the Circular, Annual Financial Statements and MD&A free of charge by contacting TSXT at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries) or at [email protected]. Requests should be received at least ten (10) business days in advance of the proxy cut-off date set out in the accompanying form of proxy or voting instruction form in order to receive the Meeting materials in advance of the date of the Meeting.

Record Date

The record date for determination of Shareholders entitled to receive notice of and to vote at the Meeting is May 12, 2025 at the close of business (the "Record Date").

Voting Shares and Principal Holders Thereof

As of May 12, 2025, there were 186,685,328 Shares issued and outstanding.

The authorized share capital of the Corporation consists of an unlimited number of Shares without par value, with the right to vote at any meeting of Shareholders.

Each Shareholder as of the Record Date is entitled to one vote for each matter to be acted upon at the Meeting.

Other than as disclosed in the table below, to the knowledge of the directors and officers of the Corporation, as of the date hereof, no persons or companies beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the votes attached to all outstanding Shares of the Corporation.

Name of Shareholder	Number of Common Shares^{(1)(2)}	Percentage of Common Shares
P. Peter Pascali^{(3)}	79,306,081	42.48%

Notes:
(1) The information as to Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been obtained by the Corporation from publicly disclosed information.
(2) On a non-diluted basis.
(3) Includes (i) 2,081,740 Common Shares beneficially owned by Fiducie de Crédit Mellon Trust of which Mr. Pascali is a trustee and beneficiary, (ii) 5,636,000 Common Shares beneficially owned by Estate of the Late Petros P. Pascali, of which Mr. Pascali exercises control, (iii) 5,500,000 Common Shares beneficially owned by The 2 Percent Solution Foundation, of which Mr. Pascali is a director, and (iv) 66,088,341 Common Shares beneficially owned and controlled by Mr. Pascali. Please see "Particulars of Matters to Be Acted upon by Shareholders at the Meeting – Election of Directors."

Important Information About Your Attendance at the Meeting

Time, Date and Place

The Annual General Meeting of Shareholders of the PyroGenesis will be held online via live audio webcast at https://meetings.lumiconnect.com/400-954-256-203 (password: pyrogenesis2025 (case sensitive)) at 10:00 A.M. EST, on June 26, 2025, as set forth in the Notice of Meeting.

Internet Requirements

Shareholders and proxyholders who are participating in the Meeting must be connected to the Internet throughout the entire Meeting in order to be able to vote. Participants must ensure that they have a good connection throughout the Meeting and set aside enough time to connect to the Meeting and follow the procedure described in this section.

You will require the most recent version of the browsers Chrome, Safari, Edge or Firefox. Make sure your browser is compatible by connecting in advance. PLEASE DO NOT USE INTERNET EXPLORER. Internal networks, firewalls, as well as VPNs (virtual private networks) may block the webcast or access to the virtual platform for the Meeting. If you experience issues, make sure your VPN is deactivated or that you are not using a computer connected to an enterprise network.

Attending the Meeting

Registered shareholders and duly appointed proxyholders will be able to listen to the Meeting and vote online, all in real time, provided they are connected to the Internet at all times.

Guests, including Non-Registered Shareholders who did not appoint themselves as proxyholder, will be able to listen to the Meeting but will not be able to vote live.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form - including Non-Registered Shareholders who wish to appoint themselves as proxyholder - must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form.

> Additionally, the Shareholder or its duly appointed proxyholder MUST complete the online form at the address www.tsxtrust.com/control-number-request or contact TSXT at 1 866 751-6315 (toll free in Canada and the United States) or 1 416 682-3860 (other countries) by 10:00 a.m. (Eastern Time) on June 24, 2025 and provide the TSXT representative with the required information so that TSXT may provide the proxyholder with a 13-digit Control Number by email. Without their own 13-digit Control Number, proxyholders (including Non-Registered Shareholders who appoint themselves as proxyholders) will not be able to vote at the meeting but will be able to attend as guests.

How to Log In to the Virtual Meeting

To log in to the Meeting, follow the steps described below:

If you are a Registered Shareholder:
Log in online at https://meetings.lumiconnect.com/400-954-256-203 (Meeting ID is: 400954256203)
Select "I have a login", enter your control number as indicated on the form of proxy and the following password: pyrogenesis2025 (case sensitive).

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If you use your control number to log in to the Meeting, any vote you cast will thereby revoke any proxy you previously submitted. If you do not wish to revoke a proxy that you previously submitted, you should refrain from voting during the Meeting.

> If you are a duly appointed proxyholder:
1. Log in online at https://meetings.lumiconnect.com/400-954-256-203 (Meeting ID is: 400954256203)
2. Select "I have a login", enter the control number or username provided by the transfer agent and the following password: pyrogenesis2025 (case sensitive).

Proxyholders who have been duly appointed and registered with TSXT in accordance with the instructions provided herein below will receive their own control number via e-mail from TSXT after the proxy voting deadline has passed.

> If you are a guest:
1. Log in online at https://meetings.lumiconnect.com/400-954-256-203 (Meeting ID is: 400954256203)
2. Select the "I am a guest" and complete the online form.

How to Watch the Meeting

Once logged in, you will see the home page, where you can access the meeting information, documents and the broadcast.

To watch the meeting, press on the broadcast icon. On a computer, the broadcast will appear automatically at the right-side once the meeting has started.

Solicitation and Revocation of Proxies

How Proxies Can be Solicited

It is expected that the solicitation of proxies will be primarily by mail and, in relation to the delivery of this Circular, by posting this Circular on the internet on the Corporation's SEDAR+ profile at www.sedarplus.ca and online at https://www.meetingdocuments.com/tsxt/PYR pursuant to Notice-and-Access. Proxies may also be solicited personally by directors, officers or regular employees of the Corporation, or by any other means management may deem necessary, at nominal cost. The cost of solicitation will be borne directly by the Corporation.

Appointment of Proxyholders

Additionally, the Shareholder or its duly appointed proxyholder MUST complete the online form at the address www.tsxtrust.com/control-number-request or contact TSXT at 1 866 751-6315 (toll free in Canada and the United States) or 1 416 682-3860 (other countries) by 10:00 a.m. (Eastern Time) on June 24, 2025 and provide the TSXT representative with the required information so that TSXT may provide the proxyholder with a 13-digit Control Number by email. Without their

own 13-digit Control Number, proxyholders will not be able to vote at the meeting but will be able to attend as guests.

Enclosed with this Information Circular is a form of proxy or a voting instruction form for use at the Meeting. The persons named in the enclosed form of proxy or voting instruction form are officers or directors of the Corporation. If a Registered Shareholder cannot attend the Meeting but wishes to vote on the resolutions, the Registered Shareholder should sign, date and deliver the enclosed form of proxy or voting instruction form to the Corporation's registrar and transfer agent, TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1 or by e-mail to [email protected] or fax to 416-595-9593. Alternatively, Registered Shareholders may, and are encouraged to, vote their proxies online at www.meeting-vote.com before such deadline.

A Shareholder may appoint a person or company (who need not be a Shareholder) to represent the Shareholder at the Meeting other than the person or company, if any, designated in the form of proxy and voting instruction form to represent them at the Meeting or any adjournment thereof by striking out the printed name of such person or company and inserting such other person or company's name in the blank space provided in that form of proxy of voting instruction form by completing another proper form of proxy.

In the case of a Registered Shareholder, the completed form of proxy must be deposited at the office of the transfer agent indicated on the enclosed return envelope not later than 10:00 A.M. (EDT) on June 24, 2025 (or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Québec, prior to the commencement of the Meeting or any adjournment(s) or postponement(s) thereof). Non-Registered Shareholders must return their voting instruction form as per the instructions provided by TSXT or the Intermediary, as applicable, from which they received their voting instruction form so that TSXT receives their voting instructions no later than 10:00 A.M. (EDT) on June 24, 2025 (or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Québec, prior to the commencement of the Meeting or any adjournment(s) or postponement(s) thereof). Late Proxies and voting instruction forms may be accepted or rejected by the chair of the Meeting in his discretion, and the chair is under no obligation to accept or reject any particular late form of proxy or voting instruction form.

Shareholders forwarding the enclosed form of proxy or voting instruction form may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the form of proxy or voting instruction form wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Shares represented by the form of proxy or voting instruction form submitted by a Shareholder will be voted in accordance with the directions, if any, given in the form of proxy or voting instruction form.

To be valid, a proxy form must be executed by a Registered Shareholder or a Registered Shareholder's attorney duly authorized in writing or, if the Registered Shareholder is a corporate body, under its corporate seal or, by a duly authorized officer or attorney.

Revocation of Proxies

A Registered Shareholder may revoke a proxy given pursuant to this solicitation by an instrument in writing, including another proxy bearing a later date, executed by the Shareholder or by its attorney authorized in writing, and deposited either at the Corporation's registrar and transfer agent, TSXT, at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or with the chair of such Meeting on the day of the Meeting, or in any other manner permitted by law. A proxy bearing a later date received after June 24, 2025 at 10:00 AM is to be considered a late vote and will not supersede the vote by proxy previously received, unless TSXT is otherwise instructed by the Chair of the Meeting. Only Registered Shareholders have the right to revoke a proxy in the above manner. Non-

Registered Shareholders who wish to change their voting instructions must, in sufficient time in advance of the Meeting, contract their Intermediary (or, as applicable, TSXT if the Non-Registered Shareholder is a NOBO) in order to revoke their voting instructions and/or provide new voting instructions.

Voting Your Shares and Asking Questions

Voting at the Meeting

Once voting has opened, the voting tab will appear. The resolutions and voting choices will be displayed in that tab.

To vote, select one of the voting options. Your choice will be highlighted. A confirmation message will also appear to show your vote has been received.

The number of resolutions for which you have voted, or not yet voted, is displayed at the top of the screen.

You can change your votes until the end of the voting period by simply selecting another choice.

You will continue to hear the Meeting proceedings while you vote. To return to the broadcast tab on a mobile device, tap on the broadcast button after having voted.

Shareholder Questions at the Meeting

The Corporation will solicit questions from Shareholders in advance of the Meeting and will answer moderated questions during the Meeting. Shareholders will not be able to ask questions live during the Meeting.

Voting in Advance of the Meeting Online or Via Telephone

Shareholders are strongly encouraged to express their vote in advance by completing the form of proxy or voting instruction form that was sent to them. Detailed instructions on how to complete and return their form of proxy and/or voting instruction form by mail, fax or email are provided in the Circular accompanying them.

Alternatively, Shareholders may express their vote in advance by voting online or using the toll-free telephone number set out on the form of proxy or voting instruction form. It should be noted that it will not be possible for a Shareholder to appoint a person other than the management nominees as proxyholder when voting via telephone.

> To be effective, voting instructions must be received by our transfer agent and registrar, TSXT, at any time prior to 10:00 a.m. (Eastern Time) on June 24, 2025.

Voting of Proxies

Shares represented by properly executed proxies in favour of persons designated in the printed portion of the enclosed form of proxy will be voted ('for' or 'against') or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and that, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. In the absence of such direction, the Shares will be voted FOR each of such matters. The enclosed form of proxy or voting instruction form confer discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting, or other matters which may properly come before the Meeting. At the time of printing this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. If, however, any such amendments or other matters properly come before the Meeting, the persons named in the accompanying form of proxy or voting instruction form will vote on such amendments or other matters in accordance with their best judgment.

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Voting by Non-Registered Shareholders

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the virtual Meeting.

The Corporation's decision to deliver proxy-related materials directly to its NOBOs will result in all NOBOs receiving a voting instruction form from TSXT. These voting instruction forms are to be completed and returned to TSXT in the envelope provided at TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1 or by e-mail to [email protected] or fax to 416-595-9593. A voting instruction form deposited by a NOBO will not be valid unless it is deposited with TSXT no later than 10:00 A.M. (EDT) on June 24, 2025 (or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Québec, prior to the commencement of the Meeting or any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the chair of the Meeting in his discretion, and the chair is under no obligation to accept or reject any particular late proxy. Alternatively, NOBOs may, and are encouraged to, vote online at www.meeting-vote.com before such deadline.

OBOs may expect to receive their materials related to the Meeting from Broadridge Investor Communication Solutions or other intermediaries. Intermediaries are required to forward the Meeting materials to OBOs unless an OBO has waived the right to receive them. Very often, Intermediaries will use service companies such as Broadridge to forward the Meeting materials to beneficial holders. Generally, OBOs who have not waived the right to receive Meeting materials will either:

(a) be provided with a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company (or as an alternative, votes may often be registered by telephone or over the Internet), will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

(b) less typically, be provided with a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the enclosed form of proxy and deposit it with the Corporation's transfer agent as provided above.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote on-line at the virtual Meeting, the Non-Registered Holder should strike out the names of the management proxyholders named in the form and insert the Non-Registered Holder's name in the blank space provided. In all cases, Non-Registered Holders should carefully follow the instructions of their Intermediary or its service company, or if the Non-Registered Holder is a NOBO the instructions of TSXT, including those regarding when and where the proxy or voting instructions form is to be delivered.

Non-Registered Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form - including non-registered (beneficial) shareholders who wish to appoint themselves as proxyholder - must carefully follow the instructions in the management proxy circular and on their form of proxy or voting instruction form.

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Additionally, the Non-Registered Shareholder who appointed himself or its duly appointed proxyholder MUST complete the online form at the address www.tsxtrust.com/control-number-request or contact TSXT at 1 866 751-6315 (toll free in Canada and the United States) or 1 416 682-3860 (other countries) by 10:00 a.m. (Eastern Time) on June 24, 2025, and provide the TSXT representative with the required information so that TSXT may provide the proxyholder with a 13-digit Control Number by email. Without their own 13-digit Control Number, proxyholders will not be able to vote at the meeting but will be able to attend as guests.

Voting of Shares Represented by Management Proxies

On any ballot that may be called for at the Meeting, the Shares represented by each properly executed proxy in favour of the persons designated in the enclosed form of proxy received by the Corporation will, subject to Section 148 of the CBCA be voted 'for' or 'against' or withheld from voting in accordance with the specifications given by the Shareholder. In the absence of such specifications in an enclosed form of proxy or voting instruction form where the Shareholder has appointed the persons whose names have been pre-printed in the enclosed form of proxy or voting instructions form as the Shareholder's nominee at the Meeting, the Shares represented by such proxies will be voted FOR the auditor appointment resolution and the election of directors resolution.

The enclosed form of proxy or voting instruction form confer discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of meeting and any other matters which may properly come before the Meeting. Management knows of no such amendments or variations to matters identified in the notice of meeting or other matters to come before the Meeting. However, where a Shareholder has appointed the persons whose names have been pre-printed in the enclosed form of proxy or voting instruction form as the Shareholder's nominee at the Meeting, if any amendments or variations to matters identified in the notice of meeting or other matters which are not now known to management should properly come before the Meeting, the enclosed form of proxy and voting instruction form may be voted on such matters in accordance with the best judgment of the person voting the form of proxy.

SECTION 2 – BUSINESS OF THE MEETING

Quorum

A quorum for the Meeting shall be one Shareholder present in person or represented by proxy representing a minimum of $5\%$ of the issued and outstanding voting Shares of the Corporation.

Interest of Certain Persons in Matters to Be Acted Upon

Other than as disclosed herein, no director or executive officer of the Corporation who has held such position at any time since the beginning of the Corporation's last financial year, each proposed nominee for election as a director of the Corporation, and associates or affiliates of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting.

Matters to be Considered at the Meeting

1. Presentation of Financial Statements

The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024, and report of the auditors thereon, have been approved by the Board and will be presented at

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the Meeting. These documents are available on SEDAR+ at www.sedarplus.ca and on our website at https://ir.pyrogenesis.com/quarterly-results. No vote of the Shareholders is required with respect to this item of business.

2. Election of Directors

MAJORITY VOTING POLICY

In accordance with the requirements of the Toronto Stock Exchange ("TSX"), the Board has adopted a majority voting policy pursuant to which, in an uncontested election, a nominee for election as a director who does not receive a greater number of votes "for" than votes "against" with respect to their election by shareholders shall tender their resignation to the Board promptly following the meeting of shareholders at which such election was held. Directors other than those who received a majority of "against" votes at the same shareholders' meeting (or if there are less than three such directors, the entire Board) shall consider and within 90 days following the shareholders' meeting determine whether or not to accept the resignation. The resignation of a director candidate who received a majority of "against" votes shall be accepted absent exceptional circumstances and is effective when accepted by the Board. A press release disclosed the Board's determination (and the reasons for rejecting the resignation, if applicable) shall be issued promptly following such determination, and a copy of such press release shall be provided to the TSX. A director who tenders a resignation pursuant to the majority voting policy will not participate in any meeting of the Board at which the resignation is considered. For more details, please refer to the Majority Voting Policy available on the Corporation's website at https://ir.pyrogenesis.com/.

ELECTION OF DIRECTORS RESOLUTION

The articles of the Corporation provide that the Board of the Corporation consists of a minimum of three (3) and a maximum of fifteen (15) directors. At the Meeting, the eight (8) persons named hereunder will be proposed for election as directors of the Corporation. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the person named in the accompanying proxy to vote the proxy for the election of any other person or person in place of any nominee or nominees unable to serve.

The Board unanimously recommends that Shareholders vote FOR each of the eight (8) proposed nominees whose names are set out in the "Nominees for Election to the Board" subsection of this Circular.

Unless the Shareholder has specifically instructed in the enclosed form of proxy or voting instruction form that the Shares represented by such proxy are to be considered a vote 'against', the person named in the accompanying proxy will vote 'for' the election of each of the proposed nominees, whose names and biographies appear hereafter.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following table and the notes thereto state the names and the province or state, and country of residence of all persons proposed to be nominated for election as directors, all other positions and offices with the Corporation now held by them, their principal occupations or employments and abbreviated biographies, their periods of service as directors of the Corporation and the number of Shares beneficially owned or over which control or direction is exercised by each of them as at the date of this Information Circular. If elected, each director will hold office until the next annual meeting of Shareholders or until his

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successor is duly elected, unless prior thereto the director resigns, or the director's office becomes vacant by reason of death or other cause.

Name, Province/State and Country Independence Status	Committee(s) of the Board of Directors	Director/Officer of the Corporation Since	Principal Occupation for the Previous Five Years	Number (and %) of Shares Owned or Controlled
Alan Curleigh
Québec, Canada
Independent	Chair of the Board of Directors	2023
Also a Director and Chair from 2010 until 2019	Corporate director (was Chair of the Board of Directors of the Corporation from 2010 until 2019)	72,500
(0.04%)	For: 99.62%
Against: 0.38%
P. Peter Pascali
Québec, Canada
Non-Independent	-	2006	President and Chief Executive Officer of the Corporation since 2006	79,306,081 (1)
(42.48%)	For: 99.60%
Against: 0.40%
Robert M. Radin
South Carolina, USA
Lead Independent Director	Member of the Audit Committee
Chair of the Compensation Committee
Member of the Nominating and Corporate Governance Committee
Member of the Strategic Initiatives Committee	2012	President of Radin & Associates Consulting, LLC	673,500
(0.36%)	For: 99.66%
Against: 0.34%

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Name, Province/State and Country Independence Status	Committee(s) of the Board of Directors	Director/Officer of the Corporation Since	Principal Occupation for the Previous Five Years
Andrew Abdalla, CPA, CA
Québec, Canada
Independent	Chair of the Audit Committee
Member of the Compensation Committee
Member of the Nominating and Corporate Governance Committee	2018	Senior Partner at chartered accountancy and business advisory firm MNP LLP	130,156
(0.07%)	For: 99.72%
Against: 0.28%
Dr. Virendra Jha
Québec, Canada
Independent	Chair of the Nominating and Corporate Governance Committee
Member of the Compensation Committee	2019	Corporate director	100,000
(0.05%)	For: 99.75%
Against: 0.25%
Ben Naccarato
Georgia, USA
Independent	Member of the Audit Committee
Member of the Compensation Committee
Member of the Strategic Initiatives Committee	2021	Executive Vice President and Chief Financial Officer at Perma-Fix Environmental Services Inc.	12,850
(0.01%)	For: 99.45%
Against: 0.55%

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Name, Province/State and Country Independence Status	Committee(s) of the Board of Directors	Director/Officer of the Corporation Since	Principal Occupation for the Previous Five Years
Nannette Ramsey
Florida, USA
Independent	Member of the Compensation Committee
Member of the Nominating and Corporate Governance Committee
Chair of the Strategic Initiatives Committee	2021	Corporate director	1,000
(0.001%)	For: 99.46%
Against: 0.54%
Paul Rajchgod
Ontario, Canada
Independent	Member of the Audit Committee	2024	President of PDR Capital Corp. since 2024
Managing Director, Venture Capital for Ayre Ventures from 2019 to 2024	44,000
(0.02%)	For: 99.90%
Against: 0.10%

As a group, the proposed directors beneficially own, control or direct, directly or indirectly, 80,854,087 Shares, representing approximately 43.31% of the issued and outstanding Shares as of the date hereof.

BIOGRAPHIES OF NOMINEES

The following is a brief description of the current and proposed directors of the Corporation:

P. Peter Pascali – President, Chief Executive Officer and Director

Mr. Peter Pascali, after graduating with an MBA from McGill University in 1983, became an investment banker specializing in mergers and acquisitions and public offerings. He initially worked for the Bank of Nova Scotia and then, in 1987, joined Westpac Banking Company. In 1989, he joined DeGeorge Financial Company as a strategic advisor. Mr. Pascali has been with the Corporation since its incorporation in 2006 where he has been responsible for developing the business strategy and marketing focus for commercializing the Corporation's technologies and running the business. Mr. Pascali continues to develop the Corporation's strategy and oversee the operational management as the President and Chief Executive Officer. In his leadership role, Mr. Pascali spearheads the Strategic Management Team which is responsible for the strategic planning and execution of the Corporation's business plans. Mr. Pascali also served as Chair of the Board of the Corporation from September 2019 to the beginning of February 2023.

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Alan Curleigh – Chair of the Board of Directors

Mr. Alan Curleigh has a wealth of experience in international business, capital projects, and board governance. For many years he was a senior executive and Board member of a leading Canadian engineering contracting company. Mr. Curleigh subsequently served as a representative on multiple corporate boards and associations. Most notably, Mr. Curleigh was federally appointed by Canada's International Trade Minister to Chair the Board of Directors of the Canadian Commercial Corporation, a crown corporation mandated to support the growth of international trade by helping Canadian exporters gain access to, and negotiate with, foreign government procurement markets – a role he held for 7 years. Additionally, Mr. Curleigh was Chair of the Audit Committee for Veterans Affairs Canada, was the Chair of the Board of the Canadian Manufacturers and Exporters, Canada's largest industry association, was a board member and treasurer of the Canadian Exporters Association; and a Board Member for NorthStar Trade Finance. Mr. Curleigh has been a visiting Faculty Member at the Directors College, a joint initiative between The Conference Board of Canada and McMaster University's DeGroote School of Business and Canada's premier school of governance, where he has lectured extensively on board governance issues since the school's inauguration. For his many contributions to leadership and business in Canada, Mr. Curleigh is the recipient of numerous awards, including the Queen Elizabeth II Diamond Jubilee Medal for dedicated service to peers and country in building a stronger export sector for Canada. Mr. Curleigh was Chair of the Board of the Corporation from 2011 to 2019. He returned to the Board as Chair on February 7, 2023.

Robert M. Radin – Lead Independent Director, Member of the Audit Committee, Member of the Nominating and Corporate Governance Committee, Member of the Strategic Initiatives Committee and Chair of the Compensation Committee

Mr. Robert M. Radin, retired from the U.S. Army in 2011 after serving for over 35 years and attaining the rank of Major General. His last assignment was as the U.S. Army Assistant Deputy Chief of Staff, G-4, (Logistics), the Pentagon, Washington, DC. In this position he was responsible for policy development, strategic planning and budget programming for distribution, logistics force structure, readiness reporting, Army pre-positions stocks, contingency contracting and support of U.S. Army worldwide operations. Prior to joining the Army Staff, he served as the Commanding General of the U.S. Army Sustainment Command at Rock Island, Illinois. Other key assignments include: Deputy Chief of Staff for Operations and Logistics for the U.S. Army Materiel Command from 2005 to 2007; Commanding General of the Joint Munitions Command from 2004 to 2005; and from 2003 to 2004 was deployed to Kuwait as the Commanding General, U.S. Army Materiel Command-SWA and was responsible for support of U.S. land forces in Kuwait, Iraq, Afghanistan and Djibouti. After retiring from the Army in June 2011, he founded Radin & Associates Consulting, LLC, a firm that assists clients with supply chain related issues. Mr. Radin has graduated from the U.S. Military Academy at West Point and holds postgraduate degrees from the Florida Institute of Technology and the National Defense University.

Dr. Virendra Jha – Director, Member of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee

Dr. Virendra Jha, member of the order of Canada, has over 42 years of experience in the Canadian Space Program ranging from in-depth engineering work to senior management positions in both the private and the public sectors. Dr. Jha began his space career in 1972 when he joined the aerospace group of RCA Limited Montréal, which later became Spar Aerospace Limited. In 1988, he became the Director of Engineering at Spar Aerospace Limited. In 1991 Dr. Jha joined the Canadian Space Agency as Director of the Space Mechanics Group. In 1996, he was promoted to the position of Director General, Space Technologies Branch of the CSA. From 2003 till 2008, he was the Vice-President responsible for Science, Technology and Programs at the Canadian Space Agency. As Vice President, Dr. Jha provided strategic direction, vision and leadership to all core technical sectors of the Agency. From November 2005 until February 2006, Dr. Jha also served as the Acting President of the Canadian Space Agency. He was Chief Engineering Adviser at the Canadian Space Agency until his retirement in 2014.

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Dr. Jha received his B. Tech. degree in Mechanical Engineering from the Indian Institute of Technology Delhi India, his Master's degree in Mechanical engineering from McMaster University, Hamilton, Canada, and his Ph.D. degree in Mechanical Engineering from Concordia University, Montréal, Canada and the C. Dir. (Chartered Director) Degree from McMaster University, Hamilton, Canada. Dr. Jha's technical contributions in Canadian Space Program as well as in International Space activities have been significant. His leadership and commitment to the profession is reflected by his recognition and active participation in many groups, committees and advisory boards.

Dr. Jha currently serves as a director on the Board of the Atomic Energy of Canada Limited, a Canadian federal Crown corporation and Canada's largest nuclear science and technology laboratory.

Andrew Abdalla – Director, Member of the Compensation Committee, Member of the Nominating and Corporate Governance Committee and Chair of the Audit Committee

Andrew Abdalla, CPA, CA, is a partner at MNP LLP, a leading national accounting, tax and business consulting firm in Canada. Mr. Abdalla brings to the Board more than 20 years of strategic planning, and tax advice, with a specific focus on sales and income tax, acquisitions and divestitures, business valuations, corporate reorganizations and spinoffs. Mr. Abdalla received his Chartered Professional Accountant (CPA, CA) designation in 1987. He holds a Bachelor of Commerce and a graduate diploma in public accounting from Concordia University in Montréal.

Ben Naccarato – Director, Member of the Audit Committee, Member of the Compensation Committee and Member of the Strategic Initiatives Committee

Mr. Naccarato, CPA, CMA, is the Executive Vice-President and Chief Financial Officer at Perma-Fix Environmental Services Inc., a NASDAQ-listed environmental services company, providing unique radioactive mixed and industrial waste management services. Mr. Naccarato brings to the Board more than 30 years of experience in senior financial positions in the environmental industry. Mr. Naccarato is a graduate from the University of Toronto with a Bachelor of Commerce and Finance Degree as well as being a Chartered Professional Accountant and Certified Management Accountant (CPA, CMA).

Nannette Ramsey – Director, Member of the Compensation Committee, Member of the Nominating and Corporate Governance Committee and Chair of the Strategic Initiatives Committee

Ms. Ramsey holds undergraduate degrees in Economics, Engineering and an MBA. She brings manufacturing experience from Caterpillar Tractor Company, J.I. Case and more recently served as the Site Manager and Associate Director of Engineering for Edgewood Chemical Biological Center's site at the Rock Island Arsenal in Illinois. She was responsible for strategic planning, budgeting, engineering support and testing, quality assurance and information technology solutions for a variety of customers.

Paul Rajchgod – Director and Member of the Audit Committee

Mr. Rajchgod is the President of PDR Capital Corp. He brings significant experience to the board of directors with his 25-year career in capital markets and venture capital, including over 20 years in investment banking helping high-growth tech and clean tech companies raise capital through equity and debt structures while also providing them with sought-after advisory services. He was Managing Director, Venture Capital for Ayre Ventures from 2019 to 2024. His experience also includes Managing Director positions at several major capital markets firms, including Cantor Fitzgerald, Macquarie, and Mackie. He holds an MBA from the Schulich School of Business of York University.

CEASE TRADE ORDERS OR BANKRUPTCIES

No proposed director of the Corporation:

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is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a) was subject to (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "Order") that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company (including the Corporation) 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; or
has, within the 10 years, before the date hereof become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to, or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

PENALTIES OR SANCTIONS

As at the date hereof, no proposed director of the Corporation has been subject to:

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
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

3. Appointment of Auditor

APPOINTMENT OF AUDITOR RESOLUTION

To be effective, the resolution for the appointment of the independent auditor of the Corporation requires the approval by simple majority of the votes cast by Shareholders or their proxyholder at the Meeting (an "Ordinary Resolution").

Raymond Chabot Grant Thornton LLP has been appointed auditor of the Corporation since May 21, 2021.

The Board unanimously recommends that Shareholders vote FOR the auditor Raymond Chabot Grant Thornton LLP to be reappointed as independent auditor of the Corporation and to authorize the Board to fix its remuneration.

Unless the Shareholder has specifically instructed in the accompanying form of proxy or voting

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instruction form that the Shares represented by such proxy are to be withheld, the persons named in the accompanying proxy will vote FOR the appointment of Raymond Chabot Grant Thornton LLP as auditor of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed and to authorize the Board to fix its remuneration.

AUDIT FEES

For the years ended December 31, 2024, and December 31, 2023, the Corporation paid the following fees to its external auditor, Raymond Chabot Grant Thornton LLP.

	2024	2023
Audit Fees^{(1)}	$330,000	$417,113
Audit-Related Fees^{(2)}	$-	$-
Tax-Related Fees^{(3)}	$-	$-
All Other Fees	$30,000	$51,529
Total Fees	$360,000	$468,642

Notes:
(1) "Audit Fees" include fees necessary to perform the annual audit of the Corporation's consolidated financial statements, and for services that are normally provided in connection with statutory and regulatory filings or engagement related to the annual consolidated financial statements.
(2) "Audit-Related Fees" include translation services and fees for accounting consultations on matters reflected in the financial statements.
(3) "Tax-Related Fees" includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and Research and Development tax credits.

4. Other Business

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matter properly comes before the Meeting, the form of proxy furnished by the Corporation will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

SECTION 3 – NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

The information contained in the present section is provided as required under Form 51-102F6 of NI 51-102.

Executive Compensation

Named Executive Officers

"Named Executive Officers" or "NEOs" means each of the following individuals: (a) the Chief Executive Officer (or "CEO"); (b) the Chief Financial Officer (or "CFO"); (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be an NEO under (c) above but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

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An “Executive Officer” means an individual who at any time during the financial year was (i) a chair, vice-chair or president of the Corporation, (ii) a vice-president of the Corporation in charge of a principal business unit, division or function including sales, finance or production, or (iii) performing a policy-making function in respect of the issuer.

P. Peter Pascali, CEO, Andre Mainella, CFO, Pierre Carabin, Chief Technology Officer and Chief Strategist, and Mark Paterson, Chief Legal Officer (or “CLO”) and Secretary, are the NEOs of the Corporation for purposes of the following disclosure.

Until July 11, 2011, the Corporation was a capital pool company in accordance with the policies of the TSX, named Industrial Growth Income Corporation (“IGIC”), which did not conduct any active business operations. On July 11, 2011, the Corporation completed its qualifying transaction and an amalgamation whereby IGIC and PyroGenesis Inc. amalgamated into one corporation named PyroGenesis Canada Inc. Given the size of its Board of Directors, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified below.

Compensation Discussion and Analysis

OVERVIEW OF EXECUTIVE COMPENSATION PHILOSOPHY

The Corporation believes that the creation of long-term value for Shareholders depends on its ability to attract, motivate and retain highly talented executives. The Corporation intends to encourage sustained profitability and increase Shareholder value by relating executive compensation to the Corporation's operating and financial performance.

The Compensation Committee assists the Board in discharging its oversight responsibilities relating to the compensation and retention of key senior management employees, and in particular the Chief Executive Officer of the Company. The Compensation Committee’s responsibilities include reviewing and assessing the appropriateness of and approving the compensation package of the Chief Executive Officer and of other key employees (collectively, the “Key Employees”), which includes the NEOs. In making recommendations to the Board concerning the compensation package of a Key Employee, the Compensation Committee is to consider a number of factors, including:

the evaluation of the performance of the Key Employee;
the Corporation’s financial and operating performance;
whether the compensation package reflects an appropriate balance between short and longer-term incentives and if it is in line with the interests of Shareholders;
the competitiveness of the compensation package, including the value of similar incentive awards paid to equivalent officers and positions at comparable companies; and
any awards given to the Key Employee in previous years.

The Board approves the compensation packages further to recommendations made by the Compensation Committee. For additional information on the Compensation Committee, see subsection entitled “Compensation Committee” of this Circular.

ELEMENTS OF EXECUTIVE COMPENSATION

In compensating its Executive Officers, the Corporation currently employs a combination of annual compensation in the form of: (i) base salaries, (ii) short-term incentives in the form of bonuses, (iii) option-based awards; and (iv) benefits and perquisites. The following summarizes how each element is considered by the Board and forms or not part of the compensation package of the NEOs.

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(i) Base Salaries – Salaries form an essential component of the Corporation’s compensation package as they are the first base measure to compensate performance as well as to remain competitive relative to peers in the industry. Base salaries are fixed and therefore not subject to uncertainty and are used as the basis to determine other elements of compensation and benefits. NEOs have employment agreements with the Corporation and are paid an annual salary that also takes into account their existing professional qualifications and experience. The CEO reviews on an annual basis the performance and salaries of the NEOs based on objectives established by him, in support of the business objectives of the Corporation determined by the Board. The Compensation Committee is responsible for reviewing the CEO’s recommendations, as applicable, with respect to the amount of compensation to be provided to the NEOs. The Compensation Committee is responsible for recommending annual performance goals for the CEO, evaluating the performance of the CEO against such applicable performance goals and recommending any necessary adjustments to the CEO’s level of compensation based on this evaluation and any other relevant assessment, information or metrics.

(ii) Bonuses – The payment of bonuses to employees of the Corporation is left to the discretion of the Board. The Board authorizes bonus payments to employees from time to time, for example, when the performance or involvement of the employees in particular projects have been outstanding.

(iii) Option-Based Awards – The granting of options is to act as a variable component of compensation intended to attract, motivate and reward the executive officers and directors of the Corporation in advancing the success and interests of the Corporation. In determining the number of options to be granted under the Corporation’s Long Term Incentive Plan, the Committee and Board gives consideration to, among other things, the individual’s current and potential contribution to the success of the Corporation as well as the relative position of the individual within the Corporation.

Additionally, the Corporation sometimes utilizes the grant of options upon hiring of new employees as an element of compensation designed to attract qualified personnel. The grant of options would typically be included in the terms of the particular individual’s employment offer letter and the number of options granted would depend on the Corporation’s level of desire to retain the particular individual, the particular responsibilities of the position and the individual’s level of experience. The exercise price of the stock options granted is generally determined by the market price at the time of grant. Please see subsection entitled “Long Term Incentive Plan” for further details regarding the grant of options under the Long Term Incentive Plan.

(iv) Benefits and Perquisites

The Corporation’s employee benefit program for employees and executive officers includes life, medical, dental and disability insurance. Perquisites are offered to executive officers, which include benefits linked to transportation and parking. The Corporation did not use benchmarking to determine these benefits.

The Corporation’s group retirement pension plan (the “Pension Plan”) is a deferred profit-sharing plan, created to allow the employees and executive officers to accumulate capital for their retirement. The Pension Plan was established for all employees of the Corporation. According to the Pension Plan, the Corporation is required to contribute out of the profits of the Corporation, to a maximum amount of 2% of the employee’s base salary. The Corporation’s contribution will be such amount which, in the opinion of the Board, is warranted by the profits and overall financial position of the Corporation. The employees’ and the Corporation’s contributions are subject to the maximum eligible amount allowed for under the Income Tax Act (Canada). Employees choose, on their own, the financial products to invest their contributions and those of the Corporation.

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The following table summarizes the contribution accounts of the NEOs:

Name	Accumulated value as at December 31, 2023 ($) (1)	Compensatory ($) (2)	Accumulated value as at December 31, 2024 ($) (3)
P. Peter Pascali	$88,952	$11,065	$132,578
Andre Mainella	$7,795	$4,887	$13,963
Pierre Carabin	$43,272	$3,933	$59,225
Mark Paterson	$0	$0	$0

Notes:
(1) Represents the market value of the Pension Plan at December 31, 2023, including accumulated contributions, net investment income, less any withdrawals.
(2) The Corporation paid contribution into the Pension Plan during 2024. This amount is matched by the employee, but not included in this amount.
(3) Represents the market value of the Pension Plan at December 31, 2024, including accumulated contributions, net investment income, less any withdrawals.

PRESIDENT AND CEO COMPENSATION

In 2023, the CEO's salary remained unchanged and, no bonus was paid to him, in accordance with the 2021 CEO Bonus Guidelines (described below). However, as described below, the CEO's salary was adjusted in 2024.

In 2021, the Compensation Committee carried out a review of the compensation package of the CEO. To establish an appropriate base salary, the Compensation Committee performed a benchmarking exercise with a comparator group composed of Canada-based and US-based public companies with a market capitalization ranging between $440M and $1.4B and, operating in one of the following sectors: technology, industrial, non-cyclical consumers and, financial. After paring down its list of companies, the committee settled on a comparator group composed of five technology companies and three industrial companies, which reported, on average, an annual salary for their CEO of CAD $450,000. Therefore, based on the recommendation of the Compensation Committee, the Board that the Corporation approved adjusting the CEO's base compensation to $450,000, retroactive to January 1, 2021.

Also in 2021, the Compensation Committee developed variable compensation guidelines summarized as follows: a bonus would be paid to the CEO only if the average share price for a specific quarter surpasses a specific threshold (the "Watermark"). The initial Watermark was determined by the Board to be 7.30$ per share. Any higher average share price for a quarter would become the new Watermark. The amount of the bonus to be paid will be equal to one percent (1%) of the difference between the average market capitalization for the quarter and the market capitalization for the same quarter were it to be calculated with the Watermark share price.

In 2024, the Compensation Committee revisited the CEO's compensation and recommended certain changes thereto, which were adopted by the Board and set forth in the CEO Compensation Agreement between the Corporation and the CEO (the "2024 CEO Compensation Agreement"). Pursuant to the 2024 CEO Compensation Agreement, the CEO's base compensation was set at $520,754 as of January 1, 2024. The new base compensation reflects adjustments tied to the consumer price index, which also led to adjustments to the CEO's 2021 base compensation (to $467,064) and 2022 base compensation (to $498,535). These adjustments resulted in the Corporation owing the CEO a one-time retroactive pay adjustment of $48,535, capturing the consumer price index for 2021 and 2022.

In 2025, the Board, on the recommendation of the Compensation Committee, approved an increase to the CEO's base annual compensation as of January 1, 2025, by a factor 2.7%, which reflected the consumer

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price index increase for the Région métropolitaine de recensement de Montréal (RMR) in 2024. As a result, the CEO's annual base compensation was increased from $520,754 to $534,814.

The 2024 CEO Compensation Agreement also adjusted the variable compensation of the CEO as follows: during a period of three years commencing January 1, 2024, the CEO is eligible for quarterly bonus payments tied to increases in the average quarterly closing stock price for the common shares of the Corporation on the Toronto Stock Exchange (the "Average Quarterly Price") over a baseline closing stock price determined in accordance with the terms below (the "Baseline"). The initial Baseline was set at $0.67, which represented the Average Quarter Price for Q3 and Q4 of 2023. Each subsequent Baseline is determined at the end of each quarter. If the Average Quarterly Price for the just-ended quarter is higher than the then current Baseline, then the Baseline will be reset at that Average Quarterly Price. The Baseline may never drop below the 'highwater mark' (i.e. the highest Average Quarterly Price during the three-year term of this plan). The amount of each quarterly award will be an amount equal to the CEO's annual base compensation multiplied by the percentage by which the Average Quarterly Price is higher than the applicable Baseline. No quarterly award is payable if the Average Quarterly Price does not exceed the applicable Baseline.

The Average Quarterly Price did not exceed the initial Baseline for the first and second quarters in 2024. In October 2024, the Compensation Committee determined that the Average Quarterly Price for the third quarter in 2024 was $0.8426. Using the initial Baseline of $0.67, the quarterly bonus payable to the CEO was $134,146 and the Baseline was reset to the third quarter Average Quarterly Price. The Average Quarterly Price for the fourth quarter in 2024 did not exceed new Baseline.

The 2024 CEO Compensation Agreement provides that the preference is to pay all variable compensation awards in cash. To that end, if, during any calendar year, the aggregate quarter awards are at or lower than two times the annual base compensation of the CEO, all such awards will be payable in cash. If the aggregate of quarterly awards in a calendar year exceeds two times the annual base compensation of the CEO, the Compensation Committee will meet to determine whether an alternate means of payment (e.g. through the issuance of options) should be considered for the amount in excess of two times the CEO's annual base compensation.

OTHER NEOS' COMPENSATION

In 2023, the Compensation Committee reviewed the compensation package of the CFO. In doing so, the Compensation Committee notably considered the following factors: the employee's individual performance in the past years and his contributions to the Corporation, the performance of the Corporation and, the compensation offered to employees occupying the same roles in other companies based in Montreal. In its assessment, the Compensation Committee considered the conclusions of the CEO's performance appraisal for the CFO and his recommendations regarding the salary of the CFO. Finally, the Compensation Committee was mindful of the need for the Corporation to retain qualified employees in the context of a highly competitive labour market. Further to a recommendation by the Compensation Committee, the Board approved the increase of the CFO's base annual salary from $200,000 to $230,000.

In 2024, the Compensation Committee carried out a similar review of the CLO's compensation package. Taking into consideration similar factors to what had been used with respect to the CFO's review the previous year as well as the CEO's performance appraisal for the CLO and his recommendations regarding the salary of the CLO, the Board (on the recommendation of the Compensation Committee) approved an increase to the CLO's base annual compensation from $180,000 to $210,000.

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NEO Compensation in 2024

SUMMARY OF NEO COMPENSATION

The following table sets forth all annual and long-term compensation for services in all capacities to the Corporation for the three financial years ended respectively December 31, 2022, December 31, 2023, and December 31, 2024, in respect of the NEOs.

Name and Principal Position	Year	Salary ($)	Share-based awards ($)	Option-based awards ($)(1)	Non-equity incentive plan compensation (S)		Pension value ($)	All other compensation ($)(2)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
P. Peter Pascali, Chief Executive Officer	2024	$553,229	N/A	$14,885	N/A	N/A	$11,065	$4,990	$584,168
	2023	$450,000	N/A	$271,523	N/A	N/A	$9,000	$24,914	$755,438
	2022	$450,000	N/A	$1,893,199	N/A	N/A	$9,000	$72,355	$2,424,554
Andre Mainella, Chief Financial Officer	2024	$244,359	N/A	$0	N/A	N/A	$4,887	$701	$249,948
	2023	$198,077	N/A	$69,696	N/A	N/A	$3,962	$10,651	$282,385
	2022	$188,461	N/A	$0	N/A	N/A	$3,769	$877	$193,108
Pierre Carrabin, CTO & Chief Strategist	2024	$196,667	N/A	$0	N/A	N/A	$3,933	$401	$201,001
	2023	$192,438	N/A	$52,272	N/A	N/A	$3,849	$10,836	$259,395
	2022	$178,198	N/A	$0	N/A	N/A	$3,564	$15,401	$197,163
Mark Paterson, Chief Legal Officer(3)	2024	$198,846	N/A	$0	N/A	N/A	$0	$4,842	$203,688
	2023	$157,846	N/A	$0	N/A	N/A	$0	$14,037	$171,883
	2022	$0	N/A	$0	N/A	N/A	$0	$0	$0

Notes:
(1) Represents the total grant date fair value of options granted and may not represent the amounts the recipient will actually realize from the awards. The fair value of the options has been estimated at the date of the grant in accordance with IFRS using a Black-Scholes option pricing model.
(2) Includes group insurance amounts, bonuses, and director compensation.
(3) Mr. Paterson joined the Corporation in February 2023.

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INCENTIVE PLAN AWARDS

The following table provides information regarding the incentive plan awards for each NEO with the Corporation as of December 31, 2024.

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share awards that have not vested
P. Peter Pascali (2)	1,300,000	$4.41	July 16, 2025	$0	N/A
	150,000	$8.47	April 6, 2026	$0
	1,920,000	$3.13	December 17, 2026	$0
	150,000	$3.36	January 3, 2027	$0
	600,000	$3.88	June 2, 2027	$0
	150,000	$1.03	January 2, 2028	$0
	450,000	$0.53	September 29, 2028	$18,000
	50,000	$0.43	January 1, 2029	$7,000
Andre Mainella(3)	100,000	$5.04	October 14, 2026	$0	N/A
	100,000	$1.03	January 2, 2028	$0
Pierre Carabin(4)	25,000	$4.41	July 16, 2025	$0	N/A
	75,000	$1.03	January 2, 2028	$0
Mark Paterson(5)	100,000	$1.09	April 11, 2028	$0	N/A

Notes:
(1) Based on the closing price of Shares of the Corporation on the TSX on December 31, 2024, of C$0.57 per Common Share.
(2) In accordance with Mr. Pascali's Option Agreement dated July 16, 2020, his options to purchase 1,300,000 Common Shares vest as follows: 25% vested on July 16, 2020, 25% vested on July 16, 2021, 25% vested on July 16, 2022, and the final 25% vested on July 16, 2023. In accordance with Mr. Pascali's Option Agreement dated April 6, 2021, his options to purchase 150,000 Common Shares vest as follows: 100% vested on April 6, 2021. In accordance with Mr. Pascali's Option Agreement dated December 17, 2021, his options to purchase 1,920,000 Common Shares vest as follows: 100% vested on December 17, 2021. In accordance with Mr. Pascali's Option Agreement dated January 3, 2022, his options to purchase 150,000 Common Shares vest as follows: 100% vested on January 3, 2022. In accordance with Mr. Pascali's Option Agreement dated June 2, 2022, his options to purchase 600,000 Common Shares vest as follows: 25% vested on June 2, 2022, 25% vested on June 2, 2023, 25% will vest on June 2, 2024, and the final 25% will vest on June 2, 2025. In accordance with Mr. Pascali's Option Agreement dated January 2, 2023, his options to purchase 150,000 Common Shares vest as follows: 100% vested on January 2, 2023. In accordance with Mr. Pascali's Option Agreement dated September 29, 2023, his options to purchase 450,000 Common Shares vest as follows: 50% vested on September 29, 2023, and 50% vested on March 29, 2024. In accordance with Mr. Pascali's Option Agreement dated January 2, 2024, his options to purchase 50,000 Common Shares vest as follows: 100% vested on January 1, 2024
(3) In accordance with Mr. Mainella's Option Agreement dated October 14, 2021, his options to purchase 100,000 Shares vest as follows: 10% vested on October 14, 2021, 20% vested on October 14, 2022, 30% vested on October 14, 2023, and 40% will vest on October 14, 2024. In accordance with Mr. Mainella's Options Agreement dated January 2, 2023, his options to purchase 100,000 Shares vest as follows: 10% vested on January 2, 2023, 20% vested on January 2, 2024, 30% vested on January 2, 2025, and 40% will vest on January 2, 2026.
(4) In accordance with Mr. Carabin's Option Agreement dated July 16, 2020, his options to purchase 25,000 Shares vest as follows: 50% vested on July 16, 2020, and 50% vested on July 16, 2021. In accordance with Mr. Carabin's Option Agreement dated January 2, 2023, his options to purchase 75,000 Shares vest as follows: 10% vested on January 2, 2023, 20% vested on January 2, 2024, 30% vested on January 2, 2025, and 40% will vest on January 2, 2026.
(5) In accordance with Mr. Paterson's Option Agreement dated April 11, 2023, his options to purchase 100,000 Shares vest as follows: 10% vested on of April 11, 2023, 20% vested on February 15, 2024, 30% vested on February 15, 2025, and 40% will vest on February 15, 2026.

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INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

Name	Option-based awards - Value vested during the year ($) (1)	Share-based awards - Value vested during the year ($)	Non- equity incentive plan compensation - Value earned during the year ($)
P. Peter Pascali	$91,000	NA	NA
Pierre Carabin	$-	NA	NA
Andre Mainella	$-	NA	NA
Mark Paterson	$-	NA	NA

Notes:
(1) Aggregate dollar value that would have been realized if the options had been exercised on the vesting date (computed based on the difference between the market price of Shares at exercise and the exercise price of the options on the vesting date).

Shareholder Return

The graph below shows the cumulative total return on a $100 investment on December 31, 2019, in Shares and the cumulative total return of the S&P/TSX Composite Index over the five-year period ending December 31, 2024.

CUMULATIVE TOTAL SHAREHOLDER RETURNS (CAD$)

Over the five-year period from December 31, 2019, to December 31, 2024, a hypothetical investment in PyroGenesis Inc. exhibited significant volatility when compared to a similar investment in the S&P/TSX Composite Index. PyroGenesis experienced a substantial increase in value during 2020, driven by strong investor interest and market momentum. This was followed by a moderate decline in 2021 and a more pronounced correction in the years that followed, with the investment's value declining materially through 2022 and returning to near its initial level by the end of 2023. A modest recovery was observed in 2024. In contrast, a comparable investment in the S&P/TSX Composite Index demonstrated steady and incremental growth over the same period. This comparison highlights the high-growth, high-volatility nature of

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PyroGenesis' share performance - particularly during 2020 and 2021 - relative to the more stable total return profile of the broader Canadian equity market.

There is a correlation between the total compensation of the Named Executive Officers (NEOs) and the Corporation's five-year share price trend, as long-term incentive compensation represents a significant component of each NEO's total compensation. Accordingly, the Corporation's share price performance has a direct impact on the net realizable pay of the NEOs.

Assessment of Risk Related to Corporation's Compensation Practices and Policies

The Board has not considered the implications of the risks associated with the Corporation's compensation practices and policies.

Permissions Related to the Purchase of Specific Financial Instruments

The Corporation does not currently have a policy which prohibits an NEO or director from purchasing financial instruments including, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Termination Benefits

During the financial year ended December 31, 2024, the Corporation had employment agreements with the following NEOs: Mr. Pascali, Mr. Carabin, Mr. Mainella, and Mr. Paterson.

The Corporation estimates that should it terminate the employment of any of its NEOs for any reason other than for cause, death, disability or upon change of control of the Corporation, the NEOs shall be entitled to at least three (3) months' notice or reasonable notice under applicable law (which is estimated in the following table).

ESTIMATED INCREMENTAL PAYMENTS ON TERMINATION WITHOUT CAUSE

Name (1)	Base Salary	Severance Period (# of months)	Total Payment
P. Peter Pascali	$553,229	24	$1,106,457
Andre Mainella	$244,359	12	$244,359
Pierre Carabin	$196,667	18	$295,000
Mark Paterson	$198,846	12	$198,846

Notes:
(1) NEOs terminated without cause are not entitled to a bonus.

NON-COMPETITION AND NON-SOLICITATION

As per their employment agreements, the NEOs are bound by non-competition and non-solicitation of clients and employees clauses for up to one (1) year following the termination of their employment with the Corporation.

EXERCISE OF OPTIONS

In addition, an NEO's stock option(s) are exercisable for a period of ninety (90) days if the NEO ceases to be a Participant as defined in the Option Agreement and the Long Term Incentive Plan, and in no event

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after the expiry date of the option. Please see Section 4 entitled "Securities Authorized for Issuance under the Equity Compensation Plans", at page 32 for further details regarding the Option Plan and the Long Term Incentive Plan.

Financial Risk Management

The Corporation's compensation practices alleviate risk by having a balance of short-term and long-term compensation. For example, it is normal practice for the Corporation, when granting options to employees, to subject said options to a vesting schedule spanning over three years, which allows for continued appreciation and does not jeopardize the Corporation.

Compensation Consultants and Advisors

There were no compensation consultants or advisors retained by the Corporation during the financial year ended December 31, 2024.

External Management Companies

There are currently no contracts with external management companies in effect.

Director Compensation

Directors Fees Guidelines

On September 15, 2021, the Board adopted Board of Directors & Committees Annual and Per Diem Fees and Reimbursable Expenses Guidelines (the "Guidelines"), which replaced the previous Board of Directors Per Diem, Annual Retainer Application and Reimbursable Expense Guidelines that had been adopted in October 2020. The Guidelines were amended by the Board on December 6, 2022, and again on February 7, 2023. They reflect the recommendations of the Compensation to the Committee with regards to the compensation of the directors. Director compensation is composed of three elements: (i) the Annual Fee; (ii) Stock Options and; (iii) Per Diem Fees.

The Annual Fee – Each director of the Corporation is entitled to receive, for accepting their appointment as Board member of the Corporation, and as compensation for the time spent on Board matters throughout the year, an annual fee of $10,000, except the Chair of the Board who is entitled to receive an annual fee of $20,000 (the "Annual Fee"). The Annual Fee is paid in equal instalments at the end of each financial quarter. Should the involvement of a director cease as a result of their resignation, non-reappointment or incapacity during one quarter, they are to be paid in proportion to the number of days of involvement during the quarter, before the acceptance of their resignation by the Board, the date of the non-reappointment or the date the incapacity has been recognized by the Board. Should a director's involvement be terminated by the Board for whatsoever reason, they shall not receive compensation for the quarter during which the termination occurred. Executives who are also directors are entitled to the payment of the Annual Fee.

Stock Options – Each director acting as chair of a Board committee is entitled to receive, on the first trading day of a financial year, 100,000 options, priced at the last day of trading of the previous year and which all vest immediately. The Chair of the Board is entitled to receive 150,000 options, priced at the last day of trading of the previous year and which all vest immediately. Each director who is not the Chair of the Board or of a Board committee is entitled to receive 50,000 options, priced at the last day of trading of the previous year and which all vest immediately.

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Per Diem Fees – Directors, including those who are also executives of the Corporation, are paid predetermined, fixed-fees as compensation for their preparation for and attendance to Board and committee meetings and any annual or special meetings of the Shareholders (“Per Diem Fees”). The Guidelines provide that Per Diem Fees for quarterly Board, annual and/or special Shareholder meetings held in person are $2000/day. When such meetings are held by teleconference, directors are to be paid Per Diem Fees equivalent to $1000/day. Per Diem Fees for Board meetings, other than quarterly, are $1000/day if held in person and $500/day if they are held by teleconference. Per Diem Fees for committee meetings, whether held in person or by teleconference are $200/day. Directors may also claim additional fees equivalent to the meeting Per Diem Fees in the cases where: i) their attendance requires preparation in excess of four (4) hours and; ii) their attendance to the meeting requires travel in excess of five (5) hours. Only one Per Diem Fee can be claimed if a day of preparation of more than four (4) hours is also a travel day. The Guidelines further provide that the directors be compensated $2000/day of work, completed outside of preparation hours at the request of the Chair of the Board or of one of its committees.

No other remuneration is paid to the directors for their services, except as indicated herein and for reimbursements of reasonable out-of-pocket expenses incurred in connection with such duties. Directors are also eligible to participate in the Option Plan. Options have historically been granted, at the discretion of the Board, to new members of the Board, when they accept their directorship and, from time to time, when the Board determines that it is appropriate. Such grants are not covered by the Guidelines.

Director Compensation in 2024

SUMMARY OF DIRECTOR COMPENSATION

The table below discloses all amounts of compensation paid or accrued to the directors for the financial year ended December 31, 2024.

Name	Fee earned $	Share - based awards $	Option Based Awards (1)	Non-equity incentive plan compensation $	Pension Value $	All other compensation $	Total Compensation $
P. Peter Pascali (2)	$20,000	$0	$14,885	$0	$11,065	$4,990	$50,939
Alan Curleigh	$30,000	$0	$44,655	$0	$0	$0	$74,655
Robert Radin	$21,600	$0	$29,770	$0	$0	$0	$51,370
Andrew Abdalla	$19,600	$0	$29,770	$0	$0	$0	$49,370
Dr. Virendra Jha	$20,100	$0	$29,770	$0	$0	$0	$49,870
Nannette Ramsey	$20,600	$0	$29,770	$0	$0	$0	$50,370
Ben Naccarato	$20,900	$0	$14,885	$0	$0	$0	$35,785
Paul Rajchgod	$8,900	$0	$39,442	$0	$0	$0	$48,342
Total	$161,700	$0	$232,948	$0	$11,065	$4,900	$410,702

Notes:
(1) Represents the total grant date fair value of options granted in the latest financial year and may not represent the amounts the recipient will realize from the awards. The fair value of the options has been estimated at the date of the grant in accordance with IFRS using a Black-Scholes option pricing model.
(2) Mr. Pascali, a current director, is an NEO of the Corporation. All incentive plan awards received by Mr. Pascali are reflected in the Incentive Plan Awards table for the NEO.

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INCENTIVE PLAN AWARDS

The following table provides information regarding the incentive plan awards for each director outstanding during the financial year ended December 31, 2024:

	Option-based Awards				Share-based Awards
Name(1)	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(2)	Number of shares or units of shares that have not vested (#)	Market or payout value of share awards that have not vested
Robert Radin(3)	100,000	$4.41	July 16, 2025	$0	N/A	N/A
	100,000	$3.36	January 3, 2027	$0	N/A	N/A
	100,000	$3.88	June 2, 2027	$0	N/A	N/A
	100,000	$1.03	January 2, 2028	$0	N/A	N/A
	150,000	$0.53	September 29, 2028	$0	N/A	N/A
Andrew Abdalla(4)	100,000	$4.41	July 16, 2025	$0	N/A	N/A
	100,000	$8.47	April 6, 2026	$0	N/A	N/A
	100,000	$3.61	December 30, 2026	$0	N/A	N/A
	100,000	$3.36	January 3, 2027	$0	N/A	N/A
	100,000	$3.88	June 2, 2027	$0	N/A	N/A
	100,000	$1.03	January 2, 2028	$0	N/A	N/A
	150,000	$0.53	September 29, 2028	$0	N/A	N/A
	100,000	$0.43	January 1, 2029	$0	N/A	N/A
Dr. Virendra Jha(5)	100,000	$4.41	July 16, 2025	$0	N/A	N/A
	100,000	$3.36	January 3, 2027	$0	N/A	N/A
	100,000	$3.88	June 2, 2027	$0	N/A	N/A
	100,000	$1.03	January 2, 2028	$0	N/A	N/A
	150,000	$0.53	September 29, 2028	$0	N/A	N/A
	100,000	$0.43	January 1, 2029	$0	N/A	N/A
Ben Naccarato(6)	200,000	$8.47	April 6, 2026	$0	N/A	N/A
	250,000	$3.88	June 2, 2027	$0	N/A	N/A
	50,000	$1.03	January 2, 2028	$0	N/A	N/A
	150,000	$0.53	September 29, 2028	$0	N/A	N/A
	50,000	$0.43	January 1, 2029	$0	N/A	N/A
Nannette Ramsey(7)	200,000	$6.59	June 1, 2026	$0	N/A	N/A
	250,000	$3.88	June 2, 2027	$0	N/A	N/A
	100,000	$1.03	January 2, 2028	$0	N/A	N/A
	150,000	$0.53	September 29, 2028	$0	N/A	N/A
	100,000	$0.43	January 1, 2029	$0	N/A	N/A
Alan Curleigh(8)	225,000	$0.53	September 29, 2028	$0	N/A	N/A
	150,000	$0.43	January 1, 2029	$0	N/A	N/A
Paul Rajchgod(10)	100,000	$0.56	May 1, 2029	$0	N/A	N/A

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Notes:

(1) Mr. Pascali is a current director and NEO of the Corporation. All incentive plan awards received by the director is reflected in the Incentive Plan Awards table for the NEO.

(2) Based on the closing price of the Corporation's Common Shares on the Exchange on December 31, 2023, of $0.43 per Common Share.

(3) In accordance with Mr. Radin's Option Agreement dated July 16, 2020, his options to purchase 100,000 Common Shares vest as follows: 25% vested on July 16, 2021, 25% vested on July 16, 2022, 25% vested on July 16, 2023, and 25% vested on July 16, 2024. In accordance with Mr. Radin's Option Agreement dated January 3, 2022, his options to purchase 100,000 Common Shares vested as follows: 100% vested on January 3, 2022. In accordance with Mr. Radin's Option Agreement dated June 2, 2022, his options to purchase 100,000 Common Shares vest as follows: 25% vested on June 2, 2022, 25% vested on June 2, 2023, 25% vested on June 2, 2024, and 25% vest on June 2, 2025. In accordance with Mr. Radin's Option Agreement dated January 2, 2023, his options to purchase 100,000 Common Shares vest as follows: 100% vested on January 2, 2023. In accordance with Mr. Radin's Option Agreement dated September 29, 2023, his options to purchase 150,000 Common Shares vest as follows: 50% vested on September 29, 2023, and the final 50% vested on March 29, 2024.

(4) In accordance with Mr. Abdalla's Option Agreement dated July 16, 2020, his options to purchase 100,000 Common Shares vest as follows: 25% vested on July 16, 2020, 25% vested on July 16, 2021, 25% vested on July 16, 2022, and 25% vested on July 16, 2023. In accordance with Mr. Abdalla's Option Agreement dated April 6, 2021, his options to purchase 100,000 Common Shares vest as follows: 100% vested April 6, 2021. In accordance with Mr. Abdalla's Option Agreement dated December 30, 2021, his options to purchase 100,000 Common Shares vest as follows: 10% vested on December 30, 2021, 20% vested on December 30, 2022, 30% vested on December 30, 2023, and 40% vested on December 30, 2024. In accordance with Mr. Abdalla's Option Agreement dated January 3, 2022, his options to purchase 100,000 Common Shares vested as follows: 100% vested on January 3, 2022. In accordance with Mr. Abdalla's Option Agreement dated June 2, 2022, his options to purchase 100,000 Common Shares vest as follows: 25% vested on June 2, 2022, 25% vested on June 2, 2023, 25% vested on June 2, 2024, and 25% vest on June 2, 2025. In accordance with Mr. Abdalla's Option Agreement dated January 2, 2023, his options to purchase 100,000 Common Shares vest as follows: 100% vested on January 2, 2023. In accordance with Mr. Abdalla's Option Agreement dated September 29, 2023, his options to purchase 150,000 Common Shares vest as follows: 50% vested on September 29, 2023, and the final 50% vested on March 29, 2024. In accordance with Mr. Abdalla's Option Agreement dated January 1, 2024, his options to purchase 100,000 Common Shares vest as follows: 100% vested on January 1, 2024.

(5) In accordance with Dr. Jha's Option Agreement dated July 16, 2020, his options to purchase 100,000 Common Shares vest as follows: 25% vested on July 16, 2020, 25% vested on July 16, 2021, 25% vested on July 16, 2022, and 25% vested on July 16, 2023. In accordance with Dr. Jha's Option Agreement dated January 3, 2022, his options to purchase 100,000 Common Shares vested as follows: 100% vested on January 3, 2022. In accordance with Dr. Jha's Option Agreement dated June 2, 2022, his options to purchase 100,000 Common Shares vest as follows: 25% vested on June 2, 2022, 25% vested on June 2, 2023, 25% vested on June 2, 2024, and 25% vest on June 2, 2025. In accordance with Dr. Jha's Option Agreement dated January 2, 2023, his options to purchase 100,000 Common Shares vest as follows: 100% vested on January 2, 2023. In accordance with Dr. Jha's Option Agreement dated September 29, 2023, his options to purchase 150,000 Common Shares vest as follows: 50% vested on September 29, 2023, and the final 50% vested on March 29, 2024. In accordance with Dr. Jha's Option Agreement dated January 1, 2024, his options to purchase 100,000 Common Shares vest as follows: 100% vested on January 1, 2024.

(6) In accordance with Mr. Naccarato's Option Agreement dated April 6, 2021, his options to purchase 200,000 Common Shares vest as follows: 30% vested on April 6, 2021, 35% vested on April 6, 2022, and 35% vested on April 6, 2023. In accordance with Naccarato's Option Agreement dated June 2, 2022, his options to purchase 250,000 Common Shares vest as follows: 25% vested on June 2, 2022, 25% vested on June 2, 2023, 25% vested on June 2, 2024, and 25% vest on June 2, 2025. In accordance with Mr. Naccarato's Option Agreement dated January 2, 2023, his options to purchase 50,000 Common Shares vest as follows: 100% vested on January 2, 2023. In accordance with Mr. Naccarato's Option Agreement dated September 29, 2023, his options to purchase 150,000 Common Shares vest as follows: 50% vested on September 29, 2023, and the final 50% vested on March 29, 2024. In accordance with Mr. Naccarato's Option Agreement dated January 1, 2024, his options to purchase 50,000 Common Shares vest as follows: 100% vested on January 1, 2024.

(7) In accordance with Ms. Ramsey's Option Agreement dated June 1, 2021, her options to purchase 200,000 Common Shares vest as follows: 25% vested on June 1, 2021, 25% vested on June 1, 2022, 25% vested on June 1, 2023, and 25% vested on June 1, 2024. In accordance with Ms. Ramsey's Option Agreement dated June 2, 2022, her options to purchase 250,000 Common Shares vest as follows: 25% vested on June 2, 2022, 25% vested on June 2, 2023, 25% vested on June 2, 2024, and 25% vest on June 2, 2025. In accordance with Ms. Ramsey's Option Agreement dated January 2, 2023, her options to purchase 100,000 Common Shares vest as follows: 100% vested on January 2, 2023. In accordance with Ms. Ramsey's Option Agreement dated September 29, 2023, her options to purchase 150,000 Common Shares vest as follows: 50% vested on September 29, 2023, and the final 50% vested on March 29, 2024. In accordance with Ms. Ramsey's Option Agreement dated January 1, 2024, her options to purchase 100,000 Common Shares vest as follows: 100% vested on January 1, 2024.

(8) In accordance with Mr. Curleigh's Option Agreement dated September 29, 2023, his options to purchase 225,000 Common Shares vest as follows: 50% vested on September 29, 2023, and the final 50% vested on March 29, 2024. In accordance with Mr. Curleigh's Option Agreement dated January 1, 2024, his options to purchase 150,000 Common Shares vest as follows: 100% vested on January 1, 2024.

(9) In accordance with Mr. Rajchgod's Option Agreement dated May 1, 2024, his options to purchase 100,000 Common Shares vest as follows: 30% vested on May 1, 2024, 35% vests on May 1, 2025, and 35% vests on May 1, 2026.

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INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table provides information regarding the value vested or earned on incentive plan awards during the financial year ended December 31, 2024:

Name^{(1)}	Option-based Awards - Value vested during the year ($)^{(2)}	Share-based awards - Value vested during the year ($)	Non- equity incentive plan compensation - Value earned during the year ($)
Robert Radin	$30,000	NA	NA
Andrew Abdalla	$31,500	NA	NA
Dr. Virendra Jha	$31,500	NA	NA
Nannette Ramsey	$31,500	NA	NA
Ben Naccarato	$30,750	NA	NA
Alan Curleigh	$47,250	NA	NA
Paul Rajchgod	$-	NA	NA

Notes:
(1) Mr. Pascali is a current director and NEO of the Corporation. All incentive plan awards received by the director is reflected in the Incentive Plan Awards table for the NEO.
(2) Aggregate dollar value that would have been realized if the options had been exercised on the vesting date (computed based on the difference between the market price of Shares at exercise and the exercise price of the options on the vesting date).

SECTION 4 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Overview of Incentive Plans

At the Annual and Special Meeting held on June 21, 2022, the Shareholders of the Corporation approved the Long Term Incentive Plan ("LTIP"). The LTIP supersedes and replaces the Corporation's previous Option Plan. No options have been granted under the Option Plan since June 21, 2022 and none will be granted thereunder in the future. However, all the options granted prior to June 21, 2022 remain governed by the terms of the Option Plan. The maximum number of shares that can be issued under all of PyroGenesis' incentive plans (i.e. the LTIP and the Option Plan) shall not exceed 10% of the Corporation's issued and outstanding shares from time to time. The table below shows, as of December 31, 2024, aggregated information on the LTIP and the Option Plan.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))^{(1)}
Equity Compensation Plans (approved by Shareholders)	13,210,000	$2.74	5,204,364

Note: in addition to the 7,510,000 options that have been issued under the Option Plan, 5,700,000 options have been issued under the LTIP. Accordingly, as at December 31, 2024, 5,204,364 securities in aggregate remained available for grant under the LTIP, representing 3% of the Corporation's then outstanding shares.

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The Long Term Incentive Plan

The purpose of the LTIP is to provide the Corporation with a mechanism to: i) attract, retain and motivate qualified employees, consultants and directors of the Corporation and of its affiliates (the "Eligible Participants", and when such Eligible Participants are granted Awards (as defined below), the "Participants"), ii) reward such Participants for their contributions toward the long term goals and success of the Corporation and, to enable and encourage such Eligible Participants to acquire Shares as long term investments and proprietary interests in the Corporation. For the purpose of this section "Corporation" is meant to include its affiliates.

The LTIP permits the granting of options ("LTIP Options"), incentive stock options ("ISOs"), share appreciation rights ("SARs"), restricted share unit ("RSUs"), performance share unit ("PSUs"), deferred share unit ("DSUs"), and other share-based awards ("Other Awards") (and together with LTIP Options, SARs, RSUs, PSUs and DSUs, the "Awards").

The LTIP is administered by the Board. The Board may, from time to time, delegate to a committee all or any of the powers conferred on the Board pursuant to the LTIP, including the power to sub-delegate to any specified officer(s) of the Corporation or its affiliates such powers.

General Terms Applicable to Awards

The aggregate number of Shares reserved for issuance pursuant to Awards granted under the LTIP (including the Shares issuable upon exercise of the outstanding options previously granted under the Option Plan of the Corporation (the "Existing Options")), shall not exceed 10% of the Shares issued and outstanding from time to time. Under the LTIP, the aggregate number of Shares (i) issuable to Insiders at any time, under all of the Corporation's Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the issued and outstanding Shares; and (ii) issued to Insiders within any one-year period, under all of the Corporation's Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the issued and outstanding Shares. The aggregate number of Shares issuable to any one Participant under all of the Corporation's Security Based Compensation Arrangements shall not exceed 5% of the issued and outstanding Shares. Awards (other than ISOs) may only be transferred by Participants to "permitted assigns" (as defined in National Instrument 45-106 - Prospectus Exemptions). ISOs shall be neither transferable nor assignable by the Participant other than by will or the laws of descent and distribution and may be exercised, during the Participant's lifetime, only by such Participant.

If an Award is scheduled to expire or be settled during a period during which Participants cannot trade in any securities of the Corporation pursuant to the Corporation's policy respecting restrictions on insider trading which is in effect at that time (a "Blackout Period") or within five business days following the expiry of such Blackout Period, then, unless the delayed expiration would result in tax penalties, the Award shall expire ten (10) business days after the trading Blackout Period is lifted by the Corporation.

Terms Applicable Specifically to LTIP Options

The Board will, at the time of granting LTIP Options, (i) set the term of the LTIP Options, which cannot exceed 5 years and; (ii) fix the vesting terms of LTIP Options; (iii) set any restrictions it may determine reasonable to the exercise of the LTIP Options, such as performance-based vesting conditions; and (iv) set the exercise price of the LTIP Options, provided that the exercise price shall not be less than the closing price of the Corporation's Shares on the TSX on the business day immediately prior to the date of the grant (the "Market Price"). LTIP Options may be granted as ISOs only to individuals who are employees of the Corporation or any present or future "subsidiary corporation" or "parent corporation" as those terms are defined in section 424 of the United States Internal Revenue Code of 1986 (the "Code") and ISOs shall not be granted to non-employee directors or independent contractors. Other terms applicable only to ISOs are detailed in subsection 4.6 of the LTIP.

Terms Applicable Specifically to SARs

The Board may grant SARs in conjunction with the granting of LTIP Options, or on a stand-alone basis to any Eligible Participant. A SAR entitles the Participant, upon exercise of the SAR, to receive Shares from the Corporation with an aggregate Market Price on the date of exercise equal to the product of: (i) the number of SARs or portion thereof exercised and, (ii) the "In-the-Money Amount" of the SAR. "In-the-Money Amount" means the amount by which the Market Price of a Share on such date exceeds the exercise price or the SAR Price, as applicable. The "SAR Price" will be

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determined by the Board at the time of the grant, but in any event will be no less than the Market Price of a Share on the date of the grant. If the SARs are granted in conjunction with the granting of LTIP Options: (i) the SAR Price and the terms for the vesting of the SARs will be the same as those of the LTIP Options. The Board may provide at the time of granting a SAR that the exercise of that SAR is subject to restrictions, such as performance-based vesting conditions.

Terms Applicable Specifically to RSUs – When granting RSUs to any Eligible Participant, the Board will determine the vesting period and terms applicable to the grant. Unless otherwise specified in the award agreement: (i) RSUs will vest on the third anniversary of the date of the grant; and, (ii) as soon as practicable following the expiry of the applicable vesting period, the Corporation must issue fully paid and non-assessable Shares pursuant to the vested RSUs to the Participant.

Terms Applicable Specifically to PSUs – Each PSU granted to a Participant under the LTIP will consist of a right of the Participant to receive a Share upon the achievement of performance goals established by the Board. The number of PSUs granted, the performance goals to be achieved by the Participant during any performance period, the applicable range for the performance multiplier and any other terms and conditions related to the PSUs will be set forth in an award agreement. The performance goals must be established by the Board prior to the date of the grant of PSUs and the applicable performance period cannot exceed three (3) years. As soon as practicable following the applicable performance period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, the Corporation will issue fully paid and non-assessable Shares pursuant to the vested PSUs to the Participant. The number of PSUs that will vest which will be equal to the number of PSUs multiplied by the performance multiplier.

Terms Applicable Specifically to DSUs – The Board may grant DSUs to any Eligible Participant under the Plan. It may allow the directors to elect to receive all or a portion of their annual retainer fees in the form of DSUs. The Board, at the time of the Grant, may determine specific terms and conditions related to each DSU and evidence them in an award agreement. The directors will have the liberty of electing if, yes or no, they desire to receive all or a portion of their annual retainer fees in the form of DSUs. The number of DSUs to be credited to the account of a director who elects to receive DSUs pursuant to the terms of the LTIP, will be calculated by dividing the dollar amount on a date of the grant to be received by the Director as DSUs by the Market Price of a Share on such date. DSUs granted to directors in lieu of their annual retainer fees shall be immediately vested on the date of grant. The Board will have the authority to determine at the time of grant, vesting terms applicable to DSUs granted in other circumstances. DSUs will be settled on the date established in the award agreement or as soon as practicable thereafter (the "Settlement Date") provided however, that in no event, a DSU will be settled prior to the applicable Participant's termination date. If the award agreement does not establish a date for the settlement of the DSUs, then the Settlement Date shall be the 90th day following the Participant's termination date. On the Settlement Date for any vested DSUs, the Corporation will issue fully paid and non-assessable Shares pursuant to the DSUs to the Participant.

Terms Applicable Specifically to Other Awards – Under the LTIP, the Board may, grant to Eligible Participants other share-based awards. Other Awards must consist of a right (i) which is other than a LTIP Option, SAR, RSU, PSU or DSU and; (ii) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), provided, however, that such right will comply with applicable law and be subject to TSX approval.

Termination – The following summarizes the effects on the Awards of a Participant of their termination of employment or engagement with the Corporation in various circumstances.

Eligibility to Receive Grants of Awards: A Participant's eligibility to receive further grants of Awards under the Plan ceases on its Termination Date (as defined in Article 2 of the LTIP).

Termination of Directorship: Unless otherwise set out in an award agreement, if the office of a director terminates for any reason other than death or disability or breach of the Participant's fiduciary duty to the Corporation, the Board may, at any time prior to or following the termination date provide for the exercise, vesting or settlement of any or all Awards other than DSUs held by the director on the Termination Date.

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If the term of office of a director is terminated for breach of fiduciary duty, all Awards granted to them other than DSUs, are immediately forfeited.

Termination of an Employee or Consultant Engagement for Cause: Unless otherwise specified by the Board at the time of granting an Award, where, in the case of an Employee or Consultant, a Participant's employment or engagement as a Consultant terminates by reason of termination by the Corporation for Cause (as defined in Article 2 of the LTIP) (or a resignation where facts giving rise to Cause exist), then any Option, SAR or other Award held by the Participant, whether or not it has vested as of the Termination Date, will immediately be forfeited and cancelled as of the Termination Date, and the Participant shall not be entitled to any damages or other amounts in respect of such forfeiture and cancellation.

Termination of an Employee or Consultant Engagement for a Reason Other than Cause: If the termination of the employment or engagement of the Participant (employee or consultant) is by the Corporation, then:

Any Performance Goals assigned to any Awards will be calculated based on actual performance results at the end of the applicable performance period of the Participant's Termination Date, provided if actual performance cannot be calculated, the Performance Multiplier will be deemed to be 100%;
Each vested LTIP Option or vested SAR will continue to be exercisable by the Participant until the earlier of: (i) its expiry date; and (ii) ninety (90) days after the Termination Date (or if the portion that is due to vest in connection with such termination has not yet vested, ninety (90) days after the date that such next installment is due to vest), as applicable, and if not exercised on or before such date is then immediately forfeited and cancelled;
Each Award other than a LTIP Option or SAR held by the Participant that has vested as of the Termination Date will be settled in accordance with the terms set out in the award agreement; and
Any LTIP Option, SAR or other Award held by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date.

If the termination of the employment or engagement of the Participant is due to the resignation by the employee or consultant, then the terms set out above will apply, except for the PSUs that have not vested as of the Termination Date, which will immediately be forfeited and cancelled as of the Termination Date.

If the termination is due to retirement, then unless otherwise specified by the Board at the time of granting an Award, then all unvested Awards will continue to vest in accordance with their terms and be settled or exercised in accordance with their terms except that each LTIP Option or SAR held will be exercisable by the Participant until the earlier of: (i) its expiry date; and (ii) the date that is three (3) years after the Participant's Termination Date and, if not exercised on or before such date is then immediately forfeited and cancelled. Notwithstanding the foregoing, if a Participant breaches any non-competition, non-solicitation, confidentiality and/or other post-employment obligations, including any fiduciary duties, they shall forfeit any Awards which have not been exercised or settled.

Death or Disability: Unless otherwise set forth in an award Agreement or otherwise determined by the Board, if a Participant's employment or service arrangement is terminated due to the Participant's death or disability (as defined in Article 2 of the LTIP) then:

any Performance Goals assigned to any Awards shall be calculated based on actual performance results as of the Participant's Termination Date, provided if actual performance cannot be calculated, the Performance Multiplier will be deemed to be 100%;
each Award other than a LTIP Option or SAR held by the Participant that has vested as of the Termination Date will be settled in accordance with its terms;
each vested LTIP Option or vested SAR held by the Participant continues to be exercisable by the Participant until ninety (90) days after the death of the Participant or the determination of its disability, and if not exercised on or before such date is then immediately forfeited and cancelled; and

any LTIP Option, SAR or other Award held by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date.

Impact of Change of Control – In the event of a change of control of the Corporation, except as may be set forth in an employment agreement or another written agreement the Corporation and the Participant, the Board may, without the consent of any Participant, cause: (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, in any entity participating in or resulting from a change in control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, prior to or upon consummation of such change in control, and, to the extent the Board determines, terminate upon or immediately prior to the effectiveness of such change in control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such Award or realization of the Participant's rights as of the date of the occurrence of such change in control; (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under the LTIP in a change of control situation, the Board will not be required to treat all Awards similarly.

Income Withholding Taxes – In order to comply with all applicable federal, provincial, state, local or foreign payroll, withholding, income or other taxes, the Board, under the LTIP, may decide that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of a grant of an Award, its vesting, its settlement or its exercise and that such action will not be effective unless the proper withholding has been effected to the satisfaction of the Board.

Dividends – Except if it otherwise determined in a particular Award agreement, if the Corporation issues dividends, then the RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares (“Dividend Equivalents”). Dividend Equivalents are calculated by dividing: (i) the product of the amount of dividend declared and paid per Shares and, the number of RSUs, PSUs and DSUs held by the Participant; by (ii) the Market Price at the close of the first business day immediately following the dividend record date. Dividend Equivalents shall be subject to the same vesting and other terms as the RSUs, PSUs and DSUs to which they relate.

Amendments to the LTIP – The Board may from time to time, without notice and without approval of the Shareholders of the Corporation, amend, modify, change, suspend or terminate the LTIP or any Awards granted pursuant to the LTIP as it, in its discretion determines appropriate, provided, however, that: (i) no such amendment, modification, change, suspension or termination of the LTIP or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the LTIP without their consent, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or requirements of the TSX; and (ii) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio.

Without limiting the generality of the foregoing, the following constitute examples of amendments, changes and corrections that can be made by the Board without Shareholder approval:

Amendments to the general vesting provisions of Awards;
Amendments to the provisions of Article 11 of the LTIP regarding the effect of termination of employment or engagement of a Participant with the Corporation on the Awards;
Amendments to add covenants of the Corporation for the protection of the Participants;
Amendments for the purpose of expediency, such as amendments that are desirable as a result of changes in law in any jurisdiction; and
Changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

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Notwithstanding the above, the approval of Shareholders is required for any amendment, modification and change that:

increases the percentage of Shares reserved for issuance under the LTIP, except pursuant to the provisions in the LTIP which permit the Board to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
increases or removes the limits on Shares issuable or issued to Insiders as set forth in subsection 3.7(a) of the LTIP;
reduces the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its expiry date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the LTIP which permit the Board to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
extends the term of an Award beyond the original expiry date (except where an expiry date would have fallen within a Blackout Period applicable to the Participant or within five (5) business days following the expiry of such a Blackout Period);
permits Awards to be transferred to a person other than a permitted assign (as defined in the LTIP) or for normal estate settlement purposes; or
deletes or reduces the range of amendments which require approval of the holders of voting Shares of the Corporation.

Financial Assistance – No financial assistance may be provided to Participants under the LTIP.

BURN RATE OF THE AWARDS GRANTED UNDER THE LTIP

The following table sets out the burn rate of awards granted under the LTIP as of the end of the financial years ended December 31, 2022, December 31, 2023, and December 31, 2024. The burn rate is calculated by dividing the number of awards granted under the LTIP during the relevant fiscal year by the weighted average number of securities outstanding for the applicable fiscal year.

	Fiscal Year Ended December 31, 2024	Fiscal Year Ended December 31, 2023	Fiscal Year Ended December 31, 2022
Annual Burn Rate of the LTIP	1.52%	1.69%	0.07%

The Option Plan

The purpose of the Option Plan is to advance the interests of the Corporation by encouraging the directors, officers and employees of the Corporation (including any subsidiaries) and service providers retained by the Corporation to acquire Shares, thereby: increasing the proprietary interests of such persons in the Corporation; aligning the interests of such persons with the interests of the Corporation's shareholders generally; encouraging such persons to remain associated with the Corporation; and furnishing such persons with an additional incentive in their efforts on behalf of the Corporation.

Members the Board, senior officers and employees of the Corporation (or of any subsidiary of the Corporation), as well as services providers of the Corporation, are eligible to participate in the Option Plan (each, a "Participant").

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Under the Option Plan, the Board has to authority to grant options to the Participants, determine the terms, limitations, restrictions and conditions respecting each grant of options and interpret the Option Plan. It may also, at its discretion, delegate to a committee of the Board consisting of not less than three directors all or any of the powers conferred on the Board pursuant to the Option Plan.

The aggregate number of Shares reserved for issuance under the Option Plan, or any other plan or security based compensation agreement of the Corporation, shall not exceed ten percent (10%) of the total number of issued and outstanding Shares from time to time (calculated on a non-diluted basis).

The Option Plan provides that the number of Shares that may be acquired under an option granted to a Participant shall be determined by the Board, at the time the option is granted, provided that the aggregate number of Shares:

(a) reserved for issuance to any one Participant, together with such Participant's participation in any other plan of the Corporation, shall not exceed five percent (5%) of the total number of issued and outstanding Shares (calculated on a non-diluted basis);

(b) (i) issuable, at any time, or; (ii) issued, within any one year period, to all Insiders (as a group), under this Plan or combined with all of the Corporation's other security based compensation arrangements, shall not exceed ten percent (10%) of the Corporation's total issued and outstanding Shares, respectively (calculated on a non-diluted basis) (the "Insider Participation Limit").

The Board establishes the exercise price at which Shares may be purchased pursuant to the exercise of a granted option, which must in all cases be not less than the closing price of the Shares on the TSX on the business day immediately prior to the date of grant.

The term during which an option may be exercised is determined by the Board at the time the option is granted, subject to any vesting limitations which may be imposed by the at its discretion, provided that no option shall be exercisable for a period exceeding five (5) years from the date the option is granted unless otherwise specifically provided by the Board and authorized by the TSX.

If a Participant ceases to be a member of the Board, senior officer, employee or service provider of the Corporation or any subsidiary of the Corporation for any reason other than death, permanent disability or normal retirement, his or her option vested will terminate on the earlier of the date of the expiration of the option and, 90 days after the date such Participant ceases to be a member of the Board, senior officer, employee, or service provider of the Corporation, or of any subsidiary of the Corporation. If such cessation or termination is by reason of substantial breach or cause on the part of the Participant, the options shall be automatically terminated forthwith and shall be of no further force or effect.

In the event of the death, permanent disability or normal retirement of a Participant, any option previously granted to such Participant shall be exercisable until the end of the option term determined by the Board at the date of the grant or until the expiration of 12 months or a period determined by the board, after the date of death, permanent disability or normal retirement of such Participant, whichever is earlier. In the event of death or permanent disability only, the exercise may be done by the Participant or persons to whom the Participant's rights under the option shall pass by the Participant's will or by applicable law; and to the extent that the Participant was entitled to exercise the option, as at the date of his death or permanent disability.

The expiry date of outstanding options held by Participants which may expire during a restricted trading period imposed by the Corporation in accordance with applicable securities laws (a "Blackout Period"), will be extended for a period ending on the tenth business day after the expiry date of the Blackout Period.

In the event the Corporation accepts an offer to amalgamate, merge or consolidate with any other corporation (other than a wholly-owned subsidiary) or in the event that holders of greater than 50% of the Corporation's outstanding Shares accept an offer made to all or substantially all of the holders of the Shares to purchase in excess of 50.1% of the current issued and outstanding Shares, then all of the vested options

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shall, without any further action on behalf of the Corporation, be automatically vested. Each Participant shall thereafter be entitled to exercise all of such options within the twenty (20) day period next following the date of acceptance by the Corporation and to determine that upon the expiration of such twenty (20) day period, all rights of the Participant to such Options or to the exercise of same (to the extent not theretofore exercised) shall ipso facto terminate and have no further force or effect whatsoever;

In the event of the sale by the Corporation of all or substantially all of the assets of the Corporation as an entirety or substantially as an entirety so that the Corporation shall cease to operate as an active business, any outstanding option may be exercised as to all or any part of the optioned Shares in respect of which the Participants would have been entitled to exercise the option in accordance with the provisions of the Plan at the date of the Plan of any such sale at any time up to and including, but not after the earlier of: (A) the close of business on that date which is thirty (30) days following the date of completion of such sale: and (B) the close of business on the expiration date of the option; but the Participant shall not be entitled to exercise the option with respect to any other optioned Shares;

Options accruing to any Participant in accordance with the terms and conditions of the Option Plan are not transferable or assignable except, where qualified, to a registered retirement or similar plan where the Participant is the annuitant thereof, or to a family trust controlled by the Participant.

The Board may, at any time, with the approval of the Exchange, but without the consent of the Participants (except if expressly required hereafter) nor the approval of the shareholders, amend the Option Plan or options granted under the Option Plan, as it may deem necessary, including the following, without limitation:

(i) make minor changes to the Option Plan, of a "housekeeping" nature;

(ii) amend the Option Plan, with respect to:

the maximum term which may be ascribed to options, provided that the term chosen during which an option is exercisable does not exceed ten (10) years from the date the option is granted;
the vesting period of the options;
the exercise method and frequency of the options;
the method of determining the exercise price of the option;
the assignability and transferability of the options; and
the effects of a Participant ceasing to be a Director, Officer, Employee or Service Provider of the Corporation on the options granted to them;

(iii) modify the categories of Participants designated in the Option Plan as eligible to participate under the Option Plan;

(iv) reduce the exercise price of an option granted to a Participant to its benefit, provided that such option is not held by an Insider;

(v) accelerate the vesting or extend the term of any option granted, provided that: a) such option is not held by an Insider and; b) the term during which the option becomes exercisable does not exceed the maximum term determined in the Option Plan; and

(vi) decelerate the vesting, reduce the option or augment the exercise price of any option granted, provided that the Participant's written consent is obtained.

The Board may amend the Option Plan or options granted under the Option Plan, at any time, with the approval of the Exchange and with the approval of the shareholders, but without the consent of the Participants (except as explicitly required hereafter) to:

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(i) reduce the exercise price of an option benefiting an Insider;

(ii) accelerate the vesting or extend the term of any option granted to an Insider, provided that the period during which the option becomes exercisable does not exceed the maximum term determined in the Option Plan;

(iii) amend, remove or exceed the Insider Participation Limit;

(iv) increase the maximum number of Shares issuable under the Option Plan, either as a fixed number or a fixed percentage of the Corporation's outstanding capital represented by such Shares; or

(v) amend any amendment provision of the Option Plan.

The Option Plan does not provide for the Participant's ability to transform a stock option into a stock appreciation right involving an issuance of securities from treasury.

Financial assistance may not be provided to Participants under the Option Plan.

BURN RATE OF THE AWARDS GRANTED UNDER THE OPTION PLAN

The following table sets out the burn rate of awards granted under the Option as of the end of the financial year ended December 31, 2024. The burn rate is calculated by dividing the number of awards granted under the Option Plan during the relevant fiscal year by the weighted average number of securities outstanding for the applicable fiscal year.

	Fiscal Year Ended December 31, 2024	Fiscal Year Ended December 31, 2023	Fiscal Year Ended December 31, 2022
Annual Burn Rate of the Option Plan	0%	0%	1.45%

SECTION 5- STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Board Mandate

The Board is of the view that maintaining effective corporate governance practices is an important factor which contributes to the general success of the Corporation.

The Board of the Corporation does not have a written mandate. Its responsibilities include: providing vision, mission and goals for the Corporation; taking strategic decisions; establishing and adjusting the governance systems of the Corporation; supervising the management of the Corporation's business and affairs in the interests of the Shareholders; continually monitoring the integrity of the Corporation, its officers and employees; evaluating and determining the compensation of the CEO; and reviewing the performance and compensation of senior officers. The Board may create and mandate different committees to carry out specific functions.

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Board Composition

As of the date hereof, the Board is composed of eight (8) directors: Andrew Abdalla, Alan Curleigh, Virendra Jha, Ben Naccarato, P. Peter Pascali, Robert Radin, Paul Rajchgod, and Nannette Ramsey. Mr. Radin is the Lead Independent Director of the Corporation. The Lead Independent Director notably has the responsibility of ensuring that: i) the Board discharges its responsibilities; ii) the Board evaluates the performance of management objectively; and iii) the Board understands the boundaries between the responsibilities of the Board and of management.

All of the board members other than Mr. Pascali are independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") adopted by the Canadian Securities Administrators. The sole non-independent member of the Board is Mr. Pascali, as determined within the meaning of NI 58-101 by virtue of his position as President and CEO of the Corporation.

The Board is of the opinion that the current size is adequate, given the purpose of the Corporation, and will further the efficiency of its deliberations, while ensuring a diversity of opinion and experience. The Corporation believes that each and every current director is eager to fulfil his obligations and assume his responsibilities in the best interests of the Corporation and of all the Shareholders and not in the best interests of himself or a particular group of Shareholders.

Currently, no directors serve on the board of reporting issuers other than the Corporation.

Board Meetings

The Board held thirteen (13) meetings during the financial year ended December 31, 2024. The members of the Board and their attendance are set forth below.

Board of Directors
Name of Director	Independent(1)	Meeting Attendance
Andrew Abdalla	Yes	10/13
Alan Curleigh	Yes	13/13
Dr. Virendra Jha	Yes	12/13
Ben Naccarato	Yes	12/13
P. Peter Pascali	No(2)	13/13
Robert Radin	Yes	13/13
Paul Rajchgod	Yes	8/8(3)
Nannette Ramsey	Yes	13/13

Notes:
(1) To be considered independent, a member of the Board must not have any direct or indirect or "material relationship" with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgment.
(2) Mr. Rajchgod joined the Board in April 2024, after five meetings had already taken place.
(3) Mr. Pascali is the President and CEO of the Corporation.

The independent directors did not hold any regularly scheduled meetings during the financial year ended December 31, 2024, at which non-independent directors and members of management were not in attendance. To facilitate open and candid discussion among its independent directors, the independent directors are encouraged to ask questions and to review related matters. In addition, any item which could involve a potential conflict of interest among one or more directors is voted on by those directors that are not related to the conflict in question. It is anticipated that independent directors' meetings will be held as deemed appropriate during the current financial year.

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Orientation and Continuing Education

While the Corporation does not have a formal orientation and training program, new Board members are provided with the following: information regarding the functioning of the Board; information regarding the nature and operation of the business of the Corporation; access to recent, publicly filed documents of the Corporation; and access to management.

New directors of the Corporation are also provided with insight from other Board members and management regarding the contribution which they are expected to make to the Board in terms of both time and resource commitments. Board members are also encouraged to communicate with management, auditors, technical experts and consultants to keep themselves current with industry trends and developments and changes in legislation; and to attend related industry seminars and visit the Corporation's operations, to ensure that each member of the Board maintains the skill and knowledge necessary to meet their obligations as directors.

Board and CEO Position Descriptions

The Board has not developed written position descriptions for the chair of the Board. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee all have written descriptions of the responsibilities of the member holding the chair position. The chair of the Board and the chair of each committee are responsible for leadership of the Board and committee, including the preparation of the agenda in consultation with the Board and committee members, and members of management, presiding the meetings, assigning specific tasks to the members, and in the case of committee chairs, reporting the committee findings to the Board.

The Board and CEO have not developed a written position description for the CEO. The Board entrusts the CEO notably with the responsibility of managing the day-to-day operations of the Corporation, as well as determining short-term and long-term goals for the Corporation and presenting strategic decisions to the Board for the latter to vote on.

Board and Senior Executive Diversity

The directors are appointed to serve on the Corporation's Board in reason of their background, skills and aptitudes that the Board identifies, from time to time, as being most useful and important to serve the Corporation, whether or not they are part of a "designated group", defined in the Canada Business Corporations Act as comprising women, Aboriginal peoples, persons with disabilities and members of visible minorities. For this reason, the Corporation has not adopted a written diversity policy stating specific targets related to the appointment of individuals of designated groups, as directors or members senior management. Notwithstanding the foregoing, the Board does value social diversity and professional diversity, recognizing that they are both important for increasing the variety of perspectives represented on the Board. As at the date of this Circular, there is currently one director who is a woman and one director who self-identifies as an underrepresented minority. If all director nominees are elected at the Meeting, there will be one woman director on the Board (representing 14.3% of the Board) and one director who self-identifies as an underrepresented minority (representing 14.3% of the Board).

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Board Diversity Matrix

BOARD OF DIRECTORS DIVERSITY MATRIX
Country of Principal Executive Offices:	Canada
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	8
	Female	Male	Non-Binary	Gender Not Disclosed
Part I : Gender Identity
Directors	1	7
Part II : Demographic Background
Underrepresented Individual in Home Country Jurisdiction	1
LGBTQ+	0
Did Not Disclose Demographic Background	0

Director Term Limits

The Corporation has not set specific term limits for the directors on its Board. The Board and more specifically the Nominating and Corporate Governance Committee are responsible for ensuring that the directors hold adequate qualifications to serve on the Board and for recommending the appointment or the end of the directorship of any member.

Ethical Business Conduct

All directors of the Corporation have the obligation to perform their duties and assume their responsibilities in the best interests of the Corporation. The Corporation expects all of its directors to comply with the laws and regulations governing its conduct and further is committed to promoting integrity and maintaining the highest standard of ethical conduct in all of its activities. The Board views good corporate governance as an integral component to the success of the Corporation and to meet its responsibilities to Shareholders. It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Corporation promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to same if the interest is material. These requirements are made clear to all directors and senior officers of the Corporation.

The Board has adopted a written code of business conduct (the "Code of Conduct") that applies to all of our officers, directors and employees and certain of our contractors, agents and other representatives acting on behalf of the Corporation. The objective of the Code of Conduct is to provide guidelines for maintaining our honesty, ethical behaviour, integrity and compliance with applicable laws and regulations. The Code of Conduct addresses conflicts of interest, outside employment and business activities, community activities, board appointments, personal gain, company confidential information, intellectual property, use of company assets, use of technology, discrimination and harassment in the work environment, fair employment practices, employee privacy and personal information, substance and alcohol abuse, health, safety and the environment, compliance with laws, gifts, benefits and entertainment, recording of transactions and reporting of financial information, use of written agreements, records retention and destruction, ethical competitive practices, crime and money-laundering prevention, dealing with persons outside the company and investigations and reporting any violations of law. The Board has ultimate responsibility for monitoring compliance with the Code of Conduct and it monitors compliance through the

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Nominating and Governance Committee. The Code of Conduct is available on the Corporation's Website at www.pyrogenesis.com.

Nominating and Corporate Governance Committee

The current members of the Compensation Committee are Dr. Jha (Chair), Mr. Abdalla, Mr. Radin, and Ms. Ramsey, all of whom are independent directors. The Nominating and Corporate Governance Committee is composed entirely of independent directors, which principle responsibilities are: developing the Corporation's corporate governance policies and principles and providing governance leadership; identifying individuals qualified to be nominated as members of the Board; overseeing director orientation and continuing education; monitoring compliance with the Corporation's Code of Business Conduct; reviewing the structure, composition and mandate of the Board committees; and evaluating the performance and effectiveness of the Board and of the Board committees. The other responsibilities of the Committee are disclosed in the Nominating and Corporate Governance Committee Charter, which is available on the Corporation's Website at www.pyrogenesis.com.

The Nominating and Corporate Governance Committee assesses the Board composition and reviews annually the competencies, skills and qualities required of directors in order to add value to the Corporation, in light of the opportunities and risks facing the Corporation and the Corporation's strategy. The Committee recruits and considers candidates for director as necessary in light of their assessment, having regard for the independence, background, employment and qualifications of possible candidates and the alignment of such candidate's competencies, skills and personal qualities with the Corporation's needs and shareholders' interests. The Committee recommends candidates for director positions it determines adequate to the Board and the Board ultimately decides upon their appointment.

The Nominating and Corporate Governance Committee held one (1) meeting relating to the financial year ended December 31, 2024. The members of the Nominating and Corporate Governance Committee and their attendance at those meetings are set forth below.

Nominating and Corporate Governance Committee
Name of Director	Independent	Meeting Attendance
Andrew Abdalla	Yes	1/1
Dr. Virendra Jha	Yes	1/1
Robert Radin	Yes	1/1
Nannette Ramsey	Yes	1/1

Compensation Committee

The current members of the Compensation Committee are Mr. Radin (Chair), Mr. Abdalla, Mr. Naccarato and Ms. Ramsey, all of whom are independent directors. The mandate of the Compensation Committee is to assist the Board in discharging its oversight responsibilities relating to the compensation and retention of key senior management employees, and in particular the Chief Executive Officer of the Corporation, with the skills and expertise needed to enable the Corporation to achieve its goals and strategies at a fair and competitive compensation, including appropriate performance incentives. The Committee shall also assist the Board in determining the adequate compensation for the directors of the Corporation. The other responsibilities of the Committee are disclosed in the Compensation Committee Charter, which is available on the Corporation's Website.

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The Compensation Committee held two (2) meetings relating to the financial year ended December 31, 2024. The members of the Compensation Committee and their attendance at those meetings are set forth below.

Compensation Committee
Name of Director	Independent	Meeting Attendance
Andrew Abdalla	Yes	2/2
Dr. Virendra Jha	Yes	2/2
Ben Naccarato	Yes	2/2
Robert Radin	Yes	2/2
Nannette Ramsey	Yes	2/2

Strategic Initiatives Committee

On July 12, 2022, the Board formed a Strategic Initiatives Committee. The current members of the Strategic Initiatives Committee are Mr. Naccarato, Mr. Radin, and Ms. Ramsey (Chair), all of whom are independent directors. The mandate of the Strategic Initiatives Committee is to assist the Board by providing input to strategic decisions and their implementation. The Board nonetheless recognizes that it is the responsibility of management to develop the Company's strategic initiatives/plans and implement such plans. The other responsibilities of the Committee are disclosed in the Strategic Initiatives Committee Charter, which is available on the Corporation's Website at www.pyrogenesis.com.

The Strategic Initiatives Committee did not hold any meetings in the financial year ended December 31, 2024.

Audit Committee

The overall purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Corporation's financial statements and other relevant public disclosures, the Corporation's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors. The other responsibilities of the Audit Committee are disclosed in the Audit Committee Charter, which is available on the Corporation's Website at www.pyrogenesis.com.

Audit Committee Composition

The current members of the Audit Committee are Mr. Abdalla (Chair), Mr. Naccarato, Mr. Radin, and Mr. Rajchgod, all of whom are independent directors in accordance with National Instrument 52-110 – Audit Committee Governance ("NI 52-110"). In addition, all members of the Committee are "financially literate" within the meaning of Section 1.6 of NI 52-110 as a result of their prior financial experience in a management capacity or as a member of an audit committee of public companies or as a certified accountant performing audit services (see "Election of Directors – Biographies").

The Audit Committee held five (5) meetings relating to the financial year ended December 31, 2024. The members of the Audit Committee and their attendance at those meetings are set forth below.

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Audit Committee
Name of Director	Independent^{(1)}/ Financially Literate^{(2)}	Meeting Attendance
Andrew Abdalla	Yes/Yes	5/5
Ben Naccarato	Yes/Yes	5/5
Robert Radin	Yes/Yes	5/5
Paul Rajchgod	Yes/Yes	3/3^{(3)}

Notes:
(1) To be considered independent, a member of the Board must not have any direct or indirect or “material relationship” with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment.
(2) To be considered financially literate, a member of the Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
(3) Mr. Rajchgod joined the Committee in April 2024, after two meetings had already taken place.

Relevant Education and Experience of the Audit Committee Members

For a description of the education and experience of the three (3) Audit Committee members, please see their respective biographies under subsection entitled “Biographies of Nominees”, starting at page 12. Their combined experience provides a valued contribution to the Audit Committee.

Each member of the Audit Committee has:

(a) an understanding of the accounting principles used by the Corporation to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising individuals engaged in such activities; and
(c) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Corporation’s year ended December 31, 2024 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval of Policies and Procedures

The Audit Committee of the Corporation has not adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee’s Charter, which is available on the Corporation’s Website at: www.pyrogenesis.com.

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Disclosure Committee

The Disclosure Committee is governed by the Corporation's Timely Disclosure, Confidentiality and Insider Trading Policy (the "Policy"). The current members of the Disclosure Committee are Mr. Pascali, President and CEO, Mr. Mainella, CFO, Mr. Paterson, CLO, and Steve McCormick, Vice-President. The Disclosure Committee is responsible for the implementation of the Policy, with such functions as evaluating and determining the content and necessity for public disclosures, designing and evaluating the procedures and controls for timely disclosure of material information, and ensuring that all persons to whom the Policy applies understand their respective obligations to preserve the confidentiality of all undisclosed material information of the Corporation.

Assessments

The Board monitors the adequacy of information given to directors, the communication between the Board and management and the strategic direction and processes of the Board and its Committees, to satisfy itself that the Board, its committees and individual directors are performing effectively. As part of their review, the Board may review Committees' respective mandates/charters and applicable corporate policies.

SECTION 6 – INDEBTEDNESS OF MANAGEMENT AND DIRECTORS

During the financial year ended December 31, 2024, no director, executive officer, proposed management nominee for director or associate of any director, executive officer or proposed management nominee for director of the Corporation was indebted to the Corporation, nor were any of these individuals indebted to any other entity which indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation, including any securities purchase or program.

SECTION 7 – MANAGEMENT CONTRACTS

Management functions of the Corporation or any of its subsidiaries are not, to any substantial degree, performed by persons other than the directors and senior officers of the Corporation and its subsidiaries.

SECTION 8 – INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, officer, proposed management nominee for director or person who, to the knowledge of the directors or officers of the Corporation, beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the votes attached to all outstanding Shares of the Corporation, informed person or any associate or affiliate of the foregoing has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Corporation, except for the following: In May 2025, the Corporation and Mr. Pascali entered into a loan agreement, pursuant to which the Corporation may borrow up to $5,750,000 in one to three tranches, provided that the final tranche is advanced no later than June 16, 2025. The loan included a one-time, non-refundable, upfront fee of $300,000, and bears an interest rate of 5% per annum for the first year and 18% per annum thereafter. Interest is to be paid monthly. The loan has a three-year term but the Corporation has the right to prepay the balance of the loan at any time. As part of the loan, the Corporation granted to Mr. Pascali share purchase warrants to subscribe for up to 12,554,585 common shares of the Corporation at a purchase price of $0.458 per share. The warrants expire four years following their issuance and will be subject to a customary four-month hold period. The loan will be secured by a hypothec on the universality of the Corporation's movable and immovable property. As of the date of this Circular, the Corporation has closed

one tranche of the loan, receiving $2,385,000 and issuing 5,207,423 common share purchase warrants to Mr. Pascali.

SECTION 9 – ADDITIONAL INFORMATION AND AVAILABILITY OF DOCUMENTS

Additional information relating to the Corporation may be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. Inquiries including requests for copies of the Corporation’s financial statements and management’s discussion and analysis for the financial year ended December 31, 2024, may be directed to Mr. Mark Paterson, Chief Legal Officer of the Corporation, at 514-937-0002.

Additional financial information is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for the financial year ended December 31, 2024, which is also available on SEDAR+.

SECTION 10 – APPROVAL

The contents and sending of this Circular have been approved by the Board of the Corporation.

DATED this 26th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF PYROGENESIS INC

/s/ Alan Curleigh

Alan Curleigh

Chair of the Board of Directors

AI assistant

PyroGenesis Inc. — Proxy Solicitation & Information Statement 2025

46867_rns_2025-05-27_54cfd369-8fae-4471-9183-d7fea3a55bb5.pdf

PYROGENESIS

MANAGEMENT INFORMATION CIRCULAR AND NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

SECTION 4 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 32

SECTION 5 – STATEMENT OF CORPORATE GOVERNANCE PRACTICES 40

SECTION 6 – INDEBTEDNESS OF MANAGEMENT AND DIRECTORS 47

SECTION 7 – MANAGEMENT CONTRACTS 47

SECTION 8 – INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 47

SECTION 9 – ADDITIONAL INFORMATION AND AVAILABILITY OF DOCUMENTS 48

SECTION 10 – APPROVAL 48

Notice of Annual General Meeting of Shareholders

Management Information Circular

Forward Looking Statements

SECTION 1 – MEETING AND VOTING INFORMATION

Notice-and-Access

Websites Where the Meeting Materials can be Found

How to Access the Meeting Materials in Paper Form

Record Date

Voting Shares and Principal Holders Thereof

Important Information About Your Attendance at the Meeting

Time, Date and Place

Internet Requirements

Attending the Meeting

How to Log In to the Virtual Meeting

How to Watch the Meeting

Solicitation and Revocation of Proxies

How Proxies Can be Solicited

Appointment of Proxyholders

Revocation of Proxies

Voting Your Shares and Asking Questions

Voting at the Meeting

Shareholder Questions at the Meeting

Voting in Advance of the Meeting Online or Via Telephone

Voting of Proxies

Voting by Non-Registered Shareholders

Voting of Shares Represented by Management Proxies

SECTION 2 – BUSINESS OF THE MEETING

Quorum

Interest of Certain Persons in Matters to Be Acted Upon

Matters to be Considered at the Meeting

1. Presentation of Financial Statements

2. Election of Directors

MAJORITY VOTING POLICY

ELECTION OF DIRECTORS RESOLUTION

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

BIOGRAPHIES OF NOMINEES

P. Peter Pascali – President, Chief Executive Officer and Director

Alan Curleigh – Chair of the Board of Directors

Robert M. Radin – Lead Independent Director, Member of the Audit Committee, Member of the Nominating and Corporate Governance Committee, Member of the Strategic Initiatives Committee and Chair of the Compensation Committee

Dr. Virendra Jha – Director, Member of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee

Andrew Abdalla – Director, Member of the Compensation Committee, Member of the Nominating and Corporate Governance Committee and Chair of the Audit Committee

Ben Naccarato – Director, Member of the Audit Committee, Member of the Compensation Committee and Member of the Strategic Initiatives Committee

Nannette Ramsey – Director, Member of the Compensation Committee, Member of the Nominating and Corporate Governance Committee and Chair of the Strategic Initiatives Committee

Paul Rajchgod – Director and Member of the Audit Committee

CEASE TRADE ORDERS OR BANKRUPTCIES

PENALTIES OR SANCTIONS

3. Appointment of Auditor

APPOINTMENT OF AUDITOR RESOLUTION

AUDIT FEES

4. Other Business

SECTION 3 – NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Executive Compensation

Named Executive Officers

Compensation Discussion and Analysis

OVERVIEW OF EXECUTIVE COMPENSATION PHILOSOPHY

ELEMENTS OF EXECUTIVE COMPENSATION

OTHER NEOS' COMPENSATION

NEO Compensation in 2024

SUMMARY OF NEO COMPENSATION

INCENTIVE PLAN AWARDS

Shareholder Return

Assessment of Risk Related to Corporation's Compensation Practices and Policies

Permissions Related to the Purchase of Specific Financial Instruments

Termination Benefits

NON-COMPETITION AND NON-SOLICITATION

EXERCISE OF OPTIONS

Financial Risk Management

Compensation Consultants and Advisors

PyroGenesis Inc. Proxy Solicitation & Information Statement 2025