Mandate of the Compensation Committee

Purpose

The purpose of the Compensation Committee (the "Committee") of Carmanah Technologies Corporation (the "Company") is to review and recommend to the Board of Directors (the "Board") the Company's executive compensation policies.

Membership and Organization

The members of the Committee shall be appointed by the Board from its members from time to time, provided that the Committee shall have at least three members, the majority of whom shall be non-management and unrelated directors within the meaning of the TSX Exchange Corporate Governance Guidelines, as amended from time to time.

A quorum for the transaction of business at any meeting of the Committee shall be two members.

The Committee shall meet as frequently as necessary in order to fulfill the responsibilities described below, and in any event at least quarterly.

Duties and Responsibilities

The specific duties and responsibilities of the Committee are:

• to recommend compensation policies and guidelines to the Board
• to ensure that the Company has in place programs to attract and develop management of the highest calibre
• to develop policies for the orderly succession of management
• to develop and maintain a position description for the CEO and to assess the performance of the CEO against corporate goals and objectives
• to set the CEO’s annual salary, bonus and other benefits, direct and indirect, including targets tied to corporate goals and objectives
• to approve compensation, incentive plans and equity-based plans for all other designated officers of the Company
• to oversee the implementation and administration of compensation policies approved by the Board
• to receive recommendations from the CEO concerning annual compensation policies and budgets for all employees
• to periodically review the adequacy and form of the compensation of directors
• to review the report on Executive Compensation contained in the Management Information Circular