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Form of Proxy - Annual General and Special Meeting to be held on Thursday, June 6, 2024

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).
  2. 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.
  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
  4. 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.
  5. 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.
  6. 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.
  7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.-------

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Proxies submitted must be received by 10:00 am, Pacific Time, on Tuesday, June 4, 2024.

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

To Vote Using the Internet

  • 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 the Common Shares of Kelso Technologies Inc.

OR

Print the name of the person you are

(the "Corporation") hereby appoint: James R. Bond, Chief Executive

appointing if this person is someone

Officer, or failing this person, Richard Lee, Chief Financial Officer (the

other than the Management

"Management Nominees")

Nominees listed herein.

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 Corporation to be held at the offices of Cassels Brock & Blackwell LLP, Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 on Thursday, June 6, 2024 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For

Against

1. Number of Directors

To set the number of Directors at six (6).

2. Election of Directors

Withhold

Withhold

For

For

01.

James R. Bond

02.

Anthony Andrukaitis

03.

Paul Cass

04.

Laura Roach

05.

Jesse V. Crews

06.

Frank Busch

3. Appointment of Auditors

The appointment of Smythe LLP, Chartered Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

For

For

Withhold

Withhold

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For

Against

4. Adoption of Omnibus Equity Incentive Plan

To pass, with or without variation, an ordinary resolution approving the adoption of the Corporation's Omnibus Equity Incentive Plan (the "Omnibus Equity Incentive Plan Resolution") as more particularly described in the accompanying management information circular dated April 29, 2024 (the "Information Circular").

For

Against

5. Approval of Unallocated Stock Options

If the Omnibus Equity Incentive Plan Resolution is not approved by shareholders, to pass, with or without variation, an ordinary resolution approving all of the unallocated stock options under the Corporation's stock option plan, as more particularly described in the accompanying Information Circular.

For

Against

6. Approval of Unallocated Restricted Share Units

If the Omnibus Equity Incentive Plan Resolution is not approved by shareholders, to pass, with or without variation, an ordinary resolution approving all of the unallocated restricted share units under the Corporation's restricted share unit plan, as more particularly described in the accompanying Information Circular.

For

Against

7. Approval of Unallocated Deferred Share Units

If the Omnibus Equity Incentive Plan Resolution is not approved by shareholders, to pass, with or without variation, an ordinary resolution approving all of the unallocated deferred share units under the Corporation's deferred share unit plan, as more particularly described in the accompanying Information Circular.

Signature of Proxyholder

Signature(s)

Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Interim Financial Statements - Mark this box if you would

Annual Financial Statements - Mark this box if you would

like to receive Interim Financial Statements and

like to receive the Annual Financial Statements and

accompanying Management's Discussion and Analysis by

accompanying Management's Discussion and Analysis by

mail.

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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Disclaimer

Kelso Technologies Inc. published this content on 14 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2024 17:27:07 UTC.