K B Recycling Industries : MIC June 2021

K.B. RECYCLING INDUSTRIES LTD.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

K.B. RECYCLING INDUSTRIES LTD.

TO BE HELD ON JULY 20, 2021

June 8, 2021

K.B. RECYCLING INDUSTRIES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders ("Shareholders") of ordinary shares (the "Ordinary Shares") of K.B. Recycling Industries Ltd. (the "Corporation") will be held on July 20, 2021 at 10:00 a.m. (EST), in virtual-onlyformat, which will be conducted via live audio webcast online athttps://virtual-meetings.tsxtrust.com/1182(password: kbri2021) for the following purposes:

1. to receive and consider the financial statements of the Corporation for the year ended December 31, 2020 and the report of the auditors thereon, as more fully described in the section entitled "Financial Statements" in the accompanying Management Information Circular (the "Circular");
2. to re-appoint Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, located at 144 Menachem Begin Road, Tel Aviv 649102, Israel, as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration, as more fully described in the section of the Circular entitled "Appointment of Auditor";
3. to appoint Ms. Renah Persofsky as an external director for a term of three years and to ratify and approve the grant of options set forth in the Director Services Agreement between the Corporation and Ms. Persofsky dated April 12, 2021 and the amendment thereto, dated May 26, 2021, copies of which have been filed on SEDAR;
4. to appoint Mr. Leon Koffler as an external director for a term of three years and to ratify and approve the grant of options set forth in the Director Services Agreement between the Corporation and Mr. Koffler dated April 12, 2021 and the amendment thereto, dated May 26, 2021, copies of which have been filed on SEDAR;
5. to elect the directors of the Corporation for the ensuing year, as more fully described in the section of the Circular entitled "Election of Directors";
6. to approve a resolution, approving the name change of the Corporation to "Alkemy Solutions Ltd." or such other name as the board of directors of the Corporation (the "Board") may determine, as more fully described in the section of the Circular entitled "Approval of Name Change";
7. to approve a resolution approving an amendment to the articles of the Corporation, as more fully described in the section of the Circular entitled "Approval of Amended and Restated Articles";
8. to ratify the grant of restricted share units, each restricted share unit representing the right to receive one Ordinary Share ("Restricted Share Units"), to Amichai Krupik (as further described in section 2.7 of the Circular), in accordance with and under the terms and provisions of the Corporation's 2020 Global Equity Incentive Plan and the Israeli Addendum to the Plan (collectively, the "Plan");
9. to authorize the Corporation to enter into indemnification agreements substantially in the form of indemnification agreement reproduced in Schedule "D" of the Circular (each an "Indemnification Agreement"), with each director and officer of the Corporation appointed following the completion of the Corporation's initial public offering (the "IPO") and such future directors and officers, as shall be appointed from time to time; and

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10. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Further information relating to the matters to be brought before the Meeting is set forth in the Circular.

Notice and Access

The Corporation has elected to use "notice-and-access" rules ("Notice-and-Access") under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for distribution of Proxy-Related Materials (as defined below) to Shareholders who do not hold Ordinary Shares in their own names (referred to herein as "Beneficial Shareholders"). Notice-and-Access is a set of rules that allows issuers to post electronic versions of Proxy-Related Materials on SEDAR and on one additional website, rather than mailing paper copies. "Proxy-Related Materials" refers to the Circular, this Notice of Meeting, a voting instruction form ("VIF") and the Corporation's audited consolidated financial statements for the year ended on December 31, 2020 and the related Management's Discussion and Analysis for the same period. The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use. It also reduces the Corporation's printing and mailing costs. Shareholders are reminded to view the Proxy-Related Materials prior to voting. Proxy-Related Materials can be viewed online under the Corporation's profile on SEDAR at www.sedar.com or on the website of TSX Trust Company (the "Transfer Agent"), the Corporation's transfer agent and registrar, at https://docs.tsxtrust.com/2252. The Proxy-Related Materials will remain posted on the Transfer Agent's website at least until the date that is one year after the date the Meeting Materials (as such term is defined in the Circular) were posted. The Corporation will not be adopting stratification procedures in relation to the use of Notice-And-Access. All Shareholders are reminded to review the Proxy-Related Materials before voting.

Shareholders may request paper copies of the Proxy-Related Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Proxy- Related Materials are posted on the Transfer Agent's website. In order to receive a paper copy of the Proxy-RelatedMaterials or if you have questions concerning Notice-And-Access,please call or email TSX Trust Company, toll free at [e-mail]. Requests should be received by June 30, 2021 in order to receive the Meeting Materials in advance of the Meeting.

Record Date

The Board has fixed Tuesday, June 1, 2021, as the record date for the Meeting. Shareholders of record at the close of business on this date are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) or postponement(s) thereof on the basis of one vote for each Ordinary Share held.

To address potential issues arising from the unprecedented public health impact of the novel coronavirus (COVID-19), comply with applicable public health directives that be in force at the time of the Meeting and to limit and mitigate risks to the health and safety of our Shareholders, directors, officer, employees, other stakeholders and communities, we will be holding the Meeting in virtual-only format. Shareholders will not need to, or be able to, physically attend the Meeting. Registered Shareholders and duly appointed proxyholders (including proxyholders appointed by Beneficial Shareholders) are entitled to vote at the Meeting either by attending virtually or by submitting a form of proxy.

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How to Vote

Proxies must be deposited with TSX Trust Company not later than 10:00 a.m. (EST) on Friday, July 16, 2021 or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays, and holidays, preceding the time of such reconvened meeting or any adjournment or postponement thereof. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.

Registered Shareholders and duly appointed proxyholders (including proxyholders appointed by Beneficial Shareholders) will be able to participate at the Meeting, ask questions and vote, all in real time, provided they have obtained access to the Meeting platform, are connected to the Internet and comply with all of the requirements set out in the accompanying Circular. Additional information related to participation at the Meeting is set out in the Circular.

If you are unable to attend the Meeting in person, please complete, date, sign and return the enclosed form of proxy in the envelope provided herewith. Forms of proxy must be deposited or received before the close of business on the last business day preceding the day of the Meeting, or any adjournment thereof, at the offices of TSX Trust Company, the Corporation's transfer agent and registrar, located at Suite 301, 100 Adelaide Street West, Toronto, ON M5H 4H1. Please take note that the proxy of a Shareholder who completes a form of proxy, but who still attends the Meeting and participates in any vote, will be automatically revoked.

If a Shareholder receives more than one form of proxy because such holder owns Ordinary Shares registered in different names or addresses, each form of proxy should be completed and returned.

If you are a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

DATED this 8th day of June 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Shmulik Porre"

Shmulik Porre

Chief Executive Officer

K.B. RECYCLING INDUSTRIES LTD.

(TSXV: AKMY)

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 20, 2021

SECTION 1

SOLICITATION OF PROXIES BY MANAGEMENT

1.1 Information regarding Proxies

THIS MANAGEMENT INFORMATION CIRCULAR IS SENT IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF K.B. RECYCLING INDUSTRIES LTD. (the "Corporation") of proxies to be used at the annual and special meeting (the "Meeting") of the holders (the "Shareholders") of ordinary shares (the "Ordinary Shares") of the Corporation to be held on Tuesday, July 20, 2021 at 10:00 a.m. (EST), in virtual-only format, which will be conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1182(password: kbri2021), and at any adjournment or postponement thereof, for the purposes set out in the enclosed notice of meeting (the "Notice of Meeting").

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this management information circular (the "Circular"), the form of proxy for the meeting, the annual financial statements of the Corporation for the year ended on December 31, 2020 and related management's discussion and analysis, where applicable, and other meeting materials (collectively the "Meeting Materials") to the beneficial owners of the Ordinary Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the Shareholders in favour of the matters set forth in the Notice of Meeting. See "Appointment of Proxyholders", "Revocation of Proxies" and "Notice to Beneficial Shareholders" below.

Unless otherwise indicated, the information contained herein is given as of June 8, 2021. Unless otherwise indicated, all references to "dollars" and the symbol "C$" in this Circular are to Canadian dollars and references to "US dollars" and the symbol "US$" in this Circular are to United States dollars.

1.2 Internet Availability of Proxy Materials

The Corporation has elected to use "notice-and-access" rules ("Notice-and-Access") under NI 54-101 for distribution of Proxy-Related Materials (as defined below) to Shareholders who do not hold Ordinary Shares in their own names (referred to herein as "Beneficial Shareholders"). Notice-and-Access is a set of rules that allows issuers to post electronic versions of Proxy-Related Materials on SEDAR and on one additional website, rather than mailing paper copies. "Proxy- Related Materials" refers to this Circular, the Notice of Meeting, a voting instruction form ("VIF") and the Corporation's audited consolidated financial statements for the year ended on December 31, 2020 and the related Management's Discussion and Analysis for the same period. The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use. It also reduces