Corporate Communications and Disclosure Policy



Carmanah Technologies Corporation (“Carmanah” or “Company”) has publicly traded securities and, therefore, must comply with certain legal and regulatory requirements regarding the public disclosure of information and the buying and selling shares or other securities of the Company. This Corporate Communications and Disclosure & Insider Trading Policy (the "Policy") describes the responsibilities, principles and practices for Carmanah to be adhered to by all Company Personnel (as defined below). This Policy ensures that the Company complies with best practices in public disclosure of Information and the trading of its securities.

Application of Policy

This Policy applies to:

a.   all directors, officers and employees of the Company or its subsidiaries;

Dating and Pricing of Stock Options


The Policy regarding Dating of Stock Options (the "Policy") is to clarify for the directors, officers, and employees ("employees") of Carmanah Technologies Corporation ("Carmanah") a standard policy pertaining to the timing of the granting of Carmanah stock options. It provides an impartial assignment and definition of the strike price and date of grant for options approved by the Board of Directors ("Board") or it's approved designate.

Annual Grants

Employees may receive options on an annual basis. The date of grant for these options will be 14 days following Carmanah's Annual General Meeting.

Other Grants for Existing Employees

The date of grant will be 14 days from the date the grant is approved by the Board or it's designate.

New Employees

For new employees who are granted stock options, the date of grant will be 14 days from the employee's start date.

Mandate of the Governance Committee


The Board of Directors (the "Board") of the Carmanah Technologies Corporation (the "Company") has established a Governance Committee (the "Committee") for the purpose of providing the Board with recommendations relating to corporate governance.

Membership and Organization

The Board will, each year, appoint a minimum of five (5) directors as members of the Committee and appoint one member of the Committee as Chair. All members of the Committee will be non-management directors.

A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing constitutes a quorum.

Charter of the Compensation Committee to the Board of Directors

I. Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Carmanah Technologies Corporation (“Carmanah” or the “Company”) shall be to act on behalf of the Board in: (i) determining and approving the compensation of the Company’s Chief Executive Officer (“CEO”); (ii) reviewing and approving compensation for the Company’s other executive officers (“NEO”); (iii) fulfilling the Board’s oversight responsibilities with respect to the Company’s overall compensation policies, plans and programs; (iv) overseeing an evaluation of management succession planning; and (v) performing other activities related to the Company’s compensation plans and structure, including preparing and reviewing any disclosure on NEO compensation included in the Company’s annual information circular in accordance with applicable rules and regulations promulgated by the  Canadian provincial securities regulatory authorities.

Charter of the Audit Committee of the Board of Directors


The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Carmanah Technologies Corporation (the “Company”) shall be to act on behalf of the Board in fulfilling the Board’s oversight responsibilities with respect to: (i) the Company’s corporate accounting, financial reporting practices and audits of financial statements; (ii) the Company’s systems of internal accounting and financial controls; (iii) the quality and integrity of the Company’s financial statements and reports; and (iv) the qualifications, independence and performance of any firm or firms of certified public accountants or independent chartered accountants engaged as the Company’s independent outside auditors (the “Auditors”).


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