Water Ways Technologies Inc. — AGM Information 2023

Dec 8, 2023

WATER WAYS TECHNOLOGIES INC.

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on December 29, 2023 (the "Meeting")

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

• 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
• 1. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
• 1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies must be received no later than 6:00 am (Toronto time) on December 27, 2023, or if the Meeting is adjourned or postponed, no later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory holidays in Toronto, ON). VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• • Call the number listed BELOW from a touch tone telephone.
  • 1-866-732-VOTE (8683) Toll Free

• • Go to the following web site: www.investorvote.com
• • Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We being holder(s) of securities of Water Ways Technologies Inc. (the
"Company") hereby appoint: Ohad Haber, or failing this person, Ronnie
Jaegermann (the "Management Nominees")

OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/WaterWaysTech and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with an invite code to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company (the "Meeting") to be held virtually at https://meetnow.global/MUVW5JM on Friday, December 29, 2023 at 6:00 am (Toronto time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

								For	Against
1. Number of DirectorsTo fix the number of directors at four (4) and to authorize the directors, at their sole discretion, to increase the number of directors from four to five at any time afterthe Meeting and prior to the next annual meeting of the shareholders of the Company.										-------Fold
2. Election of Directors	For	Withhold		For	Withhold			For	Withhold
01. Ohad Haber			02. Yehuda Doron			03. Ronnie Jaegermann
04. Nitin Kaushal
								For	Withhold
3. Appointment of AuditorsAppointment of BDO - Ziv Haft Consulting and Management Ltd., as Auditors of the Company for the ensuing year and authorizing the Directors to fix theirremuneration.
								For	Against
4. Approval of the Stock Option Plan ResolutionTo consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's stock option plan, all as more particularlydescribed in the Company's management information circular dated November 25, 2023 (the "Circular").
								For	Against
5. ConsolidationTo consider and, if thought appropriate, to pass, with or without variation, a special resolution authorizing and approving the directors to effect a consolidation (the"Consolidation") of the common shares in the capital of the Corporation (the "Shares" or "Common Shares") on the basis of three hundred (300) pre-ConsolidationShares for one (1) post-Consolidation Share, or such other lesser consolidation ratio as determined by the Company's board of directors, at its sole discretion, in oneor more tranches during the twelve (12) months immediately following the Meeting, as more particularly described in the accompanying Circular.										-------Fold
								For	Against
6. Issuance of SharesTo consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the issuance of 3,594,360 Common Shares to settle anoutstanding debt owed to an insider of the Corporation's subsidiary (at a deemed price of CAD$0.25 per Common Share), as more particularly described in theCircular.
Signature of Proxyholder				Signature(s)			Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above, and the proxy appoints the Management Nominees, this Proxy will bevoted as recommended by Management.

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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