Mr. Calvin Pang. age: 33. Since 2015 Mr. Pang has been the Managing Director of Megawell Capital Limited. From 2007 to 2015, he was a banker at UBS AG managing portfolios of Hong Kong and China based investors. Mr. Pang graduated from the Olin School of Business in Washington University in St. Louis with a bachelor’s degree in business and finance. Our Board of Directors selected Mr. Pang to serve as a director because of his extensive experience in corporate finance. Mr. Pang will join the Board after the Form 14F-1 filed with the Securities and Exchange Commission becomes effective.

Each director holds office until the earlier of his or her death, resignation, removal from office by the stockholders, or his or her respective successor is duly elected and qualified. There are no arrangements or understandings between any of our nominees or directors and any other person pursuant to which any of our nominees or directors have been selected for their respective positions. No nominee or director is related to any executive officer or any other nominee or director.

For information as to the shares of the Common Stock held by each nominee, see “Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Ownership of Certain Beneficial Owners and Management.”

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

•been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 

•had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 

•been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 

•been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 

•been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;  

Director Independence

Our Board of Directors has determined that each of Mr. Wang, Mr. Lyu and Mr. Lin are “independent directors” as defined by the applicable rules of the SEC. By virtue of his position a a controlling stockholder of the Company, the Board of Directors has determined that Mr. Pang is not an independent director. There were and are no transactions, relationships or arrangements not otherwise disclosed in this Proxy Statement that were considered by the Board of Directors under the applicable independence definitions in determining that each of these directors is independent.

Governance Structure

Currently, our Chief Executive Officer is also our Chairman. The Board of Directors believes that, at this time, having a combined Chief Executive Officer and Chairman is the appropriate leadership structure for the Company. In making this determination, the Board of Directors considered, among other matters, Mr. Mahdi’s experience and tenure of having been an officer of the Company, and believed that Mr. Mahdi is highly qualified to act as both Chairman and Chief Executive Officer due to his experience, knowledge, and personality. Among the benefits of a combined Chief Executive Officer/Chairman considered by the Board of Directors is that such structure

promotes clearer leadership and direction for our Company and allows for a single, focused chain of command to execute our strategic initiatives and business plans.

The Board of Directors’ Role in Risk Oversight

The Board of Directors oversees that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Directors’ oversight of the various risks facing the Company. In this regard, the Board of Directors seeks to understand and oversee critical business risks. The Board of Directors does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.

While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board of Directors. The Board of Directors and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board of Directors, Board Committees and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

Required Vote

To be elected, each nominee for director must receive at least a plurality of the votes cast at the Annual Meeting (assuming a quorum is present) with respect to that nominee’s election. Abstentions and broker “non-votes” will not be counted as a vote cast with respect to a nominee.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the election of the nominees set forth in Proposal 1.

Board of Directors Role in Risk Oversight

Our Board of Directors oversees our shareholders’ interest in the long-term success of our business strategy and our overall financial strength.

Our Board of Directors is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part, through its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its oversight of our executive officers pursuant to annual reviews. Our Board of Directors is also responsible for overseeing risks related to corporate governance and the selection of nominees to our Board of Directors.

In addition, the Board reviews risks related to our financial reporting. The Board meets with our Chief Financial Officer and with representatives of our independent registered public accounting firm on a quarterly basis to discuss and assess the risks related to our internal controls. Additionally, material violations of our Code of Ethics and related corporate policies are reported to our Board of Directors.

Code of Business Conduct and Ethics

We have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics applies to our Principal Executive Officer, Principal Financial

Officer, and persons performing similar functions and all members of our Board of Directors. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. Shareholders may request a copy of our Code of Ethics, which will be provided without charge, by writing to: CLEAN ENERGY TECHNOLOGIES, Inc., 2990 Redhill Avenue, Costa Mesa, California 92626, Attention: Chief Executive Officer. If, in the future, we amend, modify or waive a provision in our Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website, as necessary.

COMPENSATION OF INDEPENDENT DIRECTORS

        We currently do not have a compensation program for our Board of directors.

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal No. 2)

Our Board of Directors has  retained the firm of Fruci & Associates II, PLLC to continue as our independent registered public accounting firm for the years ending December 31, 2017 and December 31, 2018, subject to ratification of the appointment by our Shareholders. If our Shareholders do not ratify the appointment of Fruci & Associates II, PLLC, the Board of Directors will reconsider whether to retain Fruci & Associates II, PLLC but may decide to retain Fruci & Associates II, PLLC as our independent registered public accounting firm. Even if the appointment is ratified, the Board of Directors in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of us and our Shareholders.

Assuming the presence of a quorum in person or by proxy at the 2018 Annual Meeting of Shareholders, the affirmative vote of a at least a plurality of the votes cast at the annual meeting is required to ratify the appointment of Fruci & Associates II, PLLC as our independent registered public accounting firm for the years ending December 31, 2017 and December 31, 2018.

Our Board of Directors recommends a vote FOR the ratification of the appointment of Fruci & Associates II, PLLC as our independent registered public accounting firm for the years ending December 31, 2017 and 2018, and proxies solicited by our Board of Directors will be voted in favor of such ratification unless a stockholder indicates otherwise on the proxy.

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM;

AUDIT AND NON-AUDIT FEES

Fruci & Associates II, PLLC has served as our independent registered public accounting firm since April 10, 2015 and audited our financial statements for the period for the years ended December 31,2017 through December 31, 2017.

The following table lists the fees for services billed by our independent registered public accounting firm in 2016 and 2017:

The Board of Directors pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC. All services rendered by Fruci & Associates II, PLLC for the year ended December 31, 2016 and 2017 were pre-approved in accordance with the policies and procedures described above.

Auditor Independence

The Board of Directors has considered whether the provision of the above noted services is compatible with maintaining our independent registered public accounting firm’s independence and has concluded that the provision of such services has not adversely affected the independent registered public accounting firm’s independence.

BOARD OF DIRECTORS AUDIT REPORT TO SHAREHOLDERS

Since we do not have a standing Audit Committee our full Board of Directors oversees our financial reporting process. Our management has the primary responsibility for our financial statements as well as our financial reporting process, principles and internal controls. The independent registered public accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States of America.

EXECUTIVE OFFICERS

        The names, ages and positions of our executive officers as of October 11, 2018 are as follows:

John Bennett, age 58, John Bennett has been the Chief Financial Officer of CETY, a publicly traded company for over 10 years. He joined the company in 2005 and has held the positions of controller, Chief financial Officer and has served on the Board of Directors. He has over a 30 year background in finance, including as CFO of companies in the high growth technology and distribution industries that expanded exponentially. He has successfully directed compliance with the Securities and Exchange Commission, Investor relations, financial planning, internal audit and external audit interface. He holds a Bachelor of Science in Accounting and received his Master of Science in Finance from the University of Colorado.

Role of Executive Officers in Compensation Decisions

        Since our Board is composed of our chief executive officer and our chief financial officer, our executives are directly involved in all facets of our compensation structure and in the implementation of the long-term executive agreements entered into with our chief executive officer and our chief financial officer

The following table sets forth the fiscal year 2017 and 2016 compensation for:

·Kambiz Mahdi, our Chief Executive Officer; and

·John Bennett, our Chief Financial Officer

Summary Compensation Table

Outstanding Equity Awards at 2017 Fiscal Year-End

 There are no outstanding options or stock awards held by our named executive officers as of December 31, 2017.

Executive Employment Agreements

On July 1, 2018 we entered into a new employment agreement with Mr. Mahdi with an annual salary of $275,000.

On October 1, 2011 we entered in to an employment agreement with Mr. Bennett with an annual salary of $140,000.

Potential Payments upon Termination or Change of Control

Severance Benefits

Mr. Mahdi will be entitled to receive a lump sum cash payment equal to twelve (12) months of executive’s base salary.

Mr. Bennett will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder or the Employment Period or two (2) years, whichever is greater.

        Elements of Compensation

        We may allocate compensation among the following components for our named executive officers:  

base salary;  

annual incentive bonus awards;  

performance-based and service-based stock incentive awards;  

performance based deferred compensation; and  

other benefits.  

        As discussed above, a key element of our compensation philosophy is that a significant portion of executive compensation is comprised of long-term elements that encourage our executives to stay with the company, which we believe provides for a stable working environment that ultimately benefits our shareholders.

         Other Benefits

        Executive officers are eligible to participate in all of the company's employee benefit plans, such as medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law.  

The following table shows, as of October 11, 2018 the number of shares of our common stock beneficially owned by (1) any person who is known by us to be the beneficial owner of more than 5.0% of the outstanding shares of our common stock; (2) our directors and former directors; (3) our named executive officers; and (4) all of our directors and executive officers as a group. The percentage of common stock beneficially owned is based on 554,773,461 shares of our common stock outstanding as of March 31, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days. Unless otherwise provided, the address of each beneficial owner listed is c/o Clean Energy Technologies, Inc., Board of Directors, 2990. Redhill Ave, Costa Mesa, California 92626.

1)The shares of common stock are held directly by the Kambiz and Bahareh Mahdi Living Trust and indirectly by Kambiz Mahdi and Bahareh Mahdi as Trustees.

2) Calvin Pang has voting and investment power over all of our common stock held by MGWI Investment I Limited (“MGWI”).  

 Director Independence

We have a -member Board of Directors. Due to the size of our company and the difficulty in finding directors that have experience in our industry, three of our directors can be deemed an “independent directors.”

While our stock is not listed on the New York Stock Exchange, our independent directors would qualify as independent under the rules of the New York Stock Exchange.

Review of Related Person Transactions

Our Code of Business Conduct and Ethics provides guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between us and our executive officers or directors, such as:

Business transaction between the company and any executive are prohibited, unless otherwise approved by the Board;   

Activities that may interfere with an executive’s performance in carrying out company responsibilities;   

Activities that call for the use of the company’s influence, resources or facilities; and    

Activities that may discredit the name or reputation of the company.           

We have various procedures in place to identify potential related person transactions, and the Board of Directors and a separate compliance committee work together in reviewing and considering whether any identified transactions or relationships are covered by the Code of Business Conduct and Ethics.

Transactions with Related Persons

Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is an independent distributor of electronic components. From time to time we purchase parts from Billet Electronics. In addition Billet was a supplier of parts and had dealings with current and former customers of our company. Our board of directors has approved such transactions of our chief executive officer.

On August 7, 2013, we held our initial closing of our Series D Preferred Stock private financing offering with two related parties, whereby we received $750,000 in financing. Our Series D Preferred Stock offering terms allow us to raise up to $1,000,000 US with an over-allotment of $500,000 in multiple closings over the course of 6 months.

On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as of June 30, 2015), the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.

Mr. Calvin Pang is the managing director of Megawell Capital, Ltd and the  beneficial owner of approximately 70% of our common stock as determined under Rule 13d-3 promulgated by the SEC.

ANNUAL REPORT

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, is available on our website at www.cetyinc.com or a shareholder may receive a copy of our annual report by sending a written request to 2990 Rehill Avenue, Costa Mesa, California 92626, Attention: Secretary. Our 2017 Annual Report on Form 10-K is not incorporated in this proxy statement and is not deemed a part of the proxy soliciting material.

PROPOSALS FOR 2019 ANNUAL MEETING OF SHAREHOLDERS

Under SEC regulations, any stockholder desiring to submit a proposal for inclusion in proxy solicitation material for our 2019 Annual Meeting of Shareholders must cause such proposal to be received at our principal executive offices located at 2990 Redhill Avenue, Costa Mesa, California 92626, Attention: Secretary, no later than Septemebr 20, 2019 in order for the proposal to be considered for inclusion in our proxy statement for that meeting. Shareholders also must follow the procedures prescribed in SEC Rule 14a-8 promulgated under the Exchange Act. If

a stockholder wishes to present a proposal at our 2019 Annual Meeting of Shareholders, whether or not the proposal is intended to be included in the 2019 proxy materials, our bylaws currently require that the stockholder give advance written notice to our Secretary at our offices no earlier than August 20, 2019 and no later than October 20, 2019. Shareholders are advised to review our bylaws, which contain other requirements with respect to advance notice of stockholder proposals and director nominations. We presently anticipate holding the 2019 Annual Meeting of Shareholders in November 2019.

OTHER MATTERS

Mailing of Materials; Other Business

On or about October31 , 2018, we will mail a proxy card together with this proxy statement to all Shareholders of record at the close of business on October 11, 2018. The only business to come before the annual meeting which management is aware of is set forth in this proxy statement. If any other business does properly come before the annual meeting or any adjournment or postponement thereof, the proxy holders will vote in regard thereto according to their discretion insofar as such proxies are not limited to the contrary.

It is important that proxies be returned promptly. Therefore, Shareholders are urged to sign, date and return the accompanying proxy card in the accompanying return envelope or by fax to 1 (949) 273-4990.

CLEAN ENERGY TECHNOLOGIES, INC.

ANNUAL MEETING OF SHAREHOLDERS

November 21, 2018

INVESTOR PROXY CARD

Solicited by the Board of Directors

All votes, whether by mail, internet or fax must be received no later than

12:00 p.m., Eastern Time, on the day prior to the meeting to be included in the voting results.

The undersigned stockholder of CLEAN ENERGY TECHNOLOGIES, Inc., a Nevada corporation, hereby appoints Kambiz Mahdi and John Bennett, and each of them, as proxies for the undersigned with full power of substitution in each of them, to attend the 2018 Annual Meeting of Shareholders of CLEAN ENERGY TECHNOLOGIES, Inc. to be held on November 21, 2018 at 9:00 a.m. local time, at the Corporate Headquarters, located at 2990 Redhill Avenue, Costa Mesa, California 92626, and any and all adjournments and postponements thereof, to cast, on behalf of the undersigned, all votes that the undersigned is entitled to cast, and otherwise to represent the undersigned, at such meeting and all adjournments and postponements thereof, with all power possessed by the undersigned as if personally present and to vote in their discretion on such other matters as may properly come before the meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and of the accompanying proxy statement, which is hereby incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.

This proxy is solicited on behalf of the CLEAN ENERGY TECHNOLOGIES, Inc. Board of Directors. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 2017 Annual Meeting of Shareholders, including matters incident to its conduct or a motion to adjourn or postpone the meeting to another time and/or place for the purpose of soliciting additional proxies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” NAMED IN ITEM NO. 1, AND “FOR” ITEM NO. 2”

1.For the election of (01) Kambiz Mahdi,  (02) Wang Jun , (03) Lin Shuangan, (04)  Lyu Yongsheng, (05) Calvin Pangto serve as Directors until the Annual Meeting of Shareholders of CLEAN ENERGY TECHNOLOGIES, Inc. to be held in the year 2018 and until his successor is duly elected and qualified. 

£ For All Nominees£ Withheld as to All Nominees           £ For All Nominees Except* 

(01) Kambiz Mahdi(02) Jun Wang (03) Shuangan Lin(04)Yongsheng Lyu 

(05) Calvin Pang

*To withhold a vote regarding any individual nominee, strike a line through the nominee’s name

2.For the ratification of the appointment of Fruci & Associates II, PLLC as the company’s independent registered public accounting firm for the years ending December 31, 2017 and December 31, 2018. 

£ For£ Against           £ Abstain  

Signature:  Date, 2018 

Signature:  Date, 2018 

When shares are held by joint tenants or tenants-in-common, the signature of one shall bind all unless the Secretary of the company is given written notice to the contrary and furnished with a copy of the instrument or order which so provides. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person.