Gran Tierra Energy (GTE) Proxy filing summary

Executive summary

• A special meeting is called to approve the sale of all equity interests in a key subsidiary for $1.33 billion, shifting the business focus to Canada and Azerbaijan.

• The board unanimously recommends approval of the sale, an advisory vote on executive compensation, and the right to adjourn the meeting if needed.

• Proceeds will be used to eliminate debt and invest in retained operations, with the board evaluating further strategic alternatives.

• The sale is subject to shareholder and regulatory approvals, with completion expected in late 2026 or early 2027.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the sale proposal, (2) an advisory compensation proposal for executives, and (3) an adjournment proposal to solicit more proxies if necessary.

• Approval of the sale requires a majority of outstanding shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Failure to vote, abstentions, or broker non-votes have the same effect as voting against the sale proposal.

Board of directors and corporate governance

• The board, after extensive review and advice from financial and legal advisors, determined the sale is in the best interests of shareholders.

• The board considered strategic alternatives, market conditions, and the value of the offer in making its recommendation.