Water Ways Technologies Inc. — Proxy Solicitation & Information Statement 2025

Jun 17, 2025

WATER WAYS TECHNOLOGIES INC.

NOTICE OF SPECIAL MEETING OF COMMON
SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders (collectively, the "Shareholders" or individually, a "Shareholder") of the common shares (the "Common Shares") of Water Ways Technologies Inc. (the "Water Ways" or the "Corporation") will be held virtually, by way of webcast on Zoom Video Communications on July 14, 2025 at 9:00 a.m. (Toronto Time) for the following purposes:

1. Share consolidation. to consider and, if deemed advisable, pass, with or without variation, a special resolution approving an amendment to the articles of incorporation of the Corporation to consolidate its outstanding Common Shares on the basis of one post-consolidation common share of the Corporation for up to every ten (10) pre-consolidation Common Shares of the Corporation, as more particularly described in the management information circular (the "Circular") accompanying this Notice of Meeting (the "Share Consolidation").

2. Other Business. to consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

The Corporation will hold the Meeting via a virtual-only format on Zoom Video Communications.

The virtual Meeting will be accessible on Zoom Video Communications at https://us06web.zoom.us/j/89699553038?pwd=Cabl3agsySnP8p6io8IVVOwDVTAaXK_1 (Meeting ID: 896 9955 3038, Passcode: 246961). Shareholders may also be able to dial into the meeting by locating their local dial in number at the following link: https://us06web.zoom.us/u/kzJWWRM3D. We recommend that Shareholders log-in at least twenty minutes in advance of the Meeting start time of 9:00 a.m. (Toronto Time) on July 14, 2025, to allow ample time to check into the Meeting.

Registered Shareholders (being Shareholders who hold their Common Shares directly, registered in their own names) and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online. Non-registered Shareholders (being Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able attend the Meeting as guests, however they will not be able to vote at the Meeting.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Circular. At the Meeting, Shareholders will be asked to approve the Share Consolidation and such other business as may properly come before the Meeting.

The directors of the Corporation have fixed the close of business on June 13, 2025 as the record date, being the date for the determination of the registered Shareholders entitled to notice and to vote at the Meeting and any adjournments(s) or postponement(s) thereof.

Proxies are being solicited by management of the Corporation. A form of proxy for the Meeting accompanies this notice (the "Proxy"). Shareholders who are entitled to vote at the Meeting may vote either in person or by Proxy. Shareholders who are unable to be present in person at the Meeting are requested to complete, execute and deliver the enclosed Proxy to the Corporation's registrar and transfer agent, Computershare Trust Company of Canada ("Computershare"), 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 by no later than 9:00 a.m. (Toronto time) on July 10, 2025, or if the Meeting is adjourned or postponed, by no later than 48 hours prior to the time of such reconvened meeting (excluding Saturdays, Sundays and holidays). The Chairman of the Meeting may waive or extend the time limit for the deposit of Proxies. Beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary should follow the instructions provided by their broker, custodian, nominee or other intermediary in order to vote their Common Shares.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such

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person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This MUST be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Common Shares, including if you are a non-registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder.

DATED at Toronto, Ontario as of the 9th day of June, 2025

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Ohad Haber"

Ohad Haber

Chief Executive Officer