Gran Tierra Energy (GTE) Proxy filing summary

Executive summary

• Azerbaijan’s Milli Majlis ratified the onshore Guba-Khazaryani exploration, development and production sharing agreement signed February 18, 2026; a 65% working interest is held in the agreement.

• The airborne dFTG survey is complete: 102 lines, 5,775 line-kilometers and 4,815 square kilometers; data will support basin and fault interpretation and help select seismic areas and exploration/appraisal drilling locations.

Voting matters and shareholder proposals

• A special meeting is scheduled for October 9, 2026, to consider the Sale; stockholder, regulatory and other approvals are among the conditions to completion.

• The definitive proxy statement for the Sale was filed September 23, 2026; stockholders were urged to review it and related SEC filings.

Risk oversight and compliance

• Azerbaijan risks include delayed EDPSA effectiveness, political, regulatory, legal and sanctions-related challenges, dFTG delays or inconclusive results, and exploration failing to yield commercial discoveries.

• Sale risks include missing approvals or conditions, delay or failure to complete, and potential termination fees or other costs; commodity-price and market volatility are also cited.